Bronner V American Studies Assoc - Motion To File Second Amended Complaint

Case 1:16-cv-00740-RC Document 59 Filed 11/09/17 Page 1 of 10
IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA
SIMON BRONNER, MICHAEL

ROCKLAND, CHARLES D. KUPFER, and
MICHAEL L. BARTON,
Plaintiffs,
v. Civil Action No. 16-cv-00740-RC
LISA DUGGAN, CURTIS MAREZ, AVERY

GORDON, NEFERTI TADIAR, SUNAINA
MAIRA, CHANDAN REDDY, and THE
AMERICAN STUDIES ASSOCIATION
Defendants.
PLAINTIFFS MOTION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT
Pursuant to Rule 15 of the Federal Rules of Civil Procedure, Plaintiffs Simon Bronner,
Michael Rockland, Charles D. Kupfer, and Michael L. Barton (collectively, Plaintiffs)
respectfully move this Court for leave to file a Second Amended Complaint.1 The new
complaint sets forth direct claims for breach of the fiduciary duty, including material
misrepresentation and omissions in connection with elections, improper manipulation of the
corporate machinery to deprive the members of the American Studies Association of a full and
fair vote, and misappropriation and misuse of assets. The new complaint also presents new
claims for breach of contract and ultra vires acts in violation of specific bylaws of the American
Studies Association (the ASA), and names four new Defendants: Jasbir Puar, J. Kehaulani
1
Plaintiffs proposed Second Amended Complaint is attached as Exhibit A to this Motion.
1
Kauanui, Steven Salaita, and John Stephens, the Executive Director of the ASA (collectively,
New Defendants).
New Defendants Puar, Kauanui, and Salaita are members of the Organizing Committee
and/or Advisory Committee of the US Campaign for the Academic and Cultural Boycott of
Israel (USACBI), as are current Defendants Neferti Tadiar and Sunaina Maira (the USACBI
Defendants).
This Courts Memorandum Opinion of March 31, 2017 respecting defendants motion to
dismiss the First Amended Complaint noted that the pleading contained the idea that Individual
Defendants hijacked the ASA for the improper purpose of turning it into a social justice
organization, but further noted that [t]his alleged hijacking is not a discrete cause of action[.]
(Opinion at 29 n.8) The Proposed Second Amended Complaint pleads discrete counts and
detailed factual allegations about how the USACBI Defendants, in furtherance of USACBI and
their personal interests, gained and abused positions of trust within the ASA through deception
and misrepresentation, and how, once in positions of leadership at the ASA, the Defendants
orchestrated improperly manipulated the corporate machinery, violated the ASA Constitution
and bylaws, and misappropriated the ASAs assets to advance the USACBI agenda through the
adoption of an academic boycott of Israel.
Supported by substantial factual detail, in large part uncovered in documents produced by
the Defendants in the past three weeks, the Second Amended Complaint sets forth the following
new claims:
Breach of the fiduciary duties through material misrepresentations and omissions
in connection with elections, including, inter alia, covertly packing the ASA
2
National Council with USACBI members, and intentionally withholding
information material to ASA members voting in ASA elections;
Breach of fiduciary duties through disloyal violations of organic provisions
specified below and misappropriation and misuse of assets of the ASA, including
depletion of the Association Trust and Development Fund (Trust Fund);
Breach of contract and ultra vires activity for violation of the ASA Constitution
and bylaws requiring that nominees for ASA President and positions on the
National Council shall be representative of the diversity of the membership
(ASA Constitution as it read in 2013 (2013 Const.), art. VI, 2.), thereby
packing the ASA National Council with USACBI members, a scheme explicitly
discussed in Defendants own documents, including emails from and referring to
New Defendant Jasbir Puar, who served on the ASAs Nominating Committee;
Breach of contract and ultra vires activity for freezing the membership rolls of the
ASA immediately before announcing that the membership would vote on a
proposed resolution to boycott Israeli academic institutions (the Boycott
Resolution or the Resolution), with the specific intent to prevent members
opposed to the Resolution from casting votes, and on the basis of an assessment
that the day chosen for the freeze would maximize the number of votes for the
Resolution, and minimize the number against, in violation of the bylaws requiring
the immediate reactivation of membership upon payments of dues (2013 ASA
Const., art. 2, 2), a scheme explicitly discussed in Defendants own documents;
3
Breach of contract and ultra vires activity for spending a substantial part of the
ASAs activities attempting to influence legislation, in violation of the ASAs
Statement of Election to Accept of the ASA, 3, 4.2
These new claims are brought in addition to the currently pending claims for breach of contract,
breach of the D.C. Nonprofit Corporations Act, and corporate waste.
I. BACKGROUND
The First Amended Complaint in this case was filed on June 23, 2016. (Dkt. 19.)
Discovery in this case began on April 26, 2017. (Scheduling Order of Apr. 26, 2017, Dkt. 32.)
Plaintiffs served Defendants with Requests for Production of Documents (Plaintiffs
RFPs) on May 30, 2017, but Defendants initially failed to produce documents, to discuss the
production of documents, or to work with Plaintiffs on a detailed discovery plan and ESI
protocol. Pursuant to Rule 34(b) of the Federal Rules of Civil Procedure, production of
documents responsive to Plaintiffs RFPs were due on June 29, 2017. When the day arrived,
Defendant ASA served nothing but a written response consisting only of boilerplate, cut-and-
paste, general objections to every request. No documents were produced. The other Defendants
failed to respond at all.
As the Court is aware, the parties have engaged the Court three times. The first time, the
Court ordered Defendants to make their production by July 28, 2017. (Minute Order, July 20,
2017.) Only Defendant ASA produced any documents by July 28, and that production was just a
2
This Court held that the ultra vires claim pled in the Active Complaint was deficient because it
did not identify any specific legislation for which Defendants had advocated. (Memorandum
Opinion of Mar. 31, 2017, at 33, Plaintiffs have not pointed to any existing, proposed, or
pending legislation that the ASA may have been targeting with the resolution.) (Dkt. 33.) The
Proposed Second Amended Complaint provides the detail the Court found lacking
4
small fraction of ASAs responsive documents: only 54 documents produced, about 7% of
Defendant ASAs responsive documents, based on the amount produced as of today.
By order of the Court, the parties then met and conferred on a new discovery schedule,
extending deadlines to account for the discovery delay. Defendants agreed to complete their
production by August 31, 2017. They were a day late, and more than a dollar short. By the end
of August 31, Defendants had produced a cumulative total of 201 documents.
On September 1, 2017, Defendants produced about 5,000 documents, but it was clear that
certain Defendants productions were woefully inadequate. We previously briefed these
inadequacies, particularly with respect to Defendant Sunaina Maira, as well as Defendants Curtis
Marez, Neferti Tadiar, and Avery Gordon. (See Joint Status Report of Sep. 7, 2017 at 2, Dkt.
48.) Moreover, an uncertain number of documents specifically requested in Plaintiffs RFPs
were not produced on the basis of objections that the parties could not resolve. Critical
documents, from Plaintiffs point of view, that were withheld include Defendants Form 990s,
documents pertaining to changes in the ASA Bylaws, documents pertaining to other resolutions
adopted by the ASA, and documents pertaining to the Individual Defendants involvement in
other academic organizations where similar Boycott Resolutions were at issue.
At a status conference on October 3, 2017, the Court ordered Defendants to complete the
production of Defendant Sunaina Mairas documents by October 16, 2017, and to produce the
remainder of outstanding productions by the end of the month, including the documents of
Chandan Reddy, which Defendants revealed, for the first time, they had not produced in full.
The Court also ruled on many of the objections, requiring Defendants to produce the Form 990s,
and to produce documents pertaining to the bylaws, for example.
5
Defendants produced 11,234 documents on October 17, suddenly more than tripling the
number of documents produced, from 5,453 to 16,687. Plaintiffs counsel has been reviewing
documents vigorously, in order finalize the Plaintiffs claims as quickly as possible.
Without these documents, originally due for production on June 29, Plaintiffs could not
have known the breadth of the valid claims against Defendants, or the involvement of the New
Defendants.
II. ARGUMENT
Plaintiffs Second Amended Complaint accounts for the significant factual development
since the Amended Complaint was filed based on Defendants most recent production of
documents. Through the course of discovery, new evidence has been disclosed by Defendants,
making Plaintiffs aware of additional factual matters and legal theories in support of new direct
claims against the ASA and the Individual Defendants and identify additional parties to be joined
as Defendants.
Federal Rule of Civil Procedure 15(a)(2) provides that, . . .a party may amend its
pleading only with the opposing partys written consent or the courts leave. The court should
freely give leave when justice so requires. Fed. R. Civ. Pro. 15(a)(2). The grant or denial of
leave to amend lies with the sound discretion of the district court. See Adams v. Quattlebaum,
219 F.R.D. 195, 197 (D.D.C. Jan. 2, 2004); Firestone v. Firestone, 76 F.3d 1205, 1208 (D.C. Cir.
Feb. 16, 1996). The Court should grant leave to amend absent the showing of undue delay, bad
faith or dilatory motive on behalf of the movant, repeated failure to cure deficiencies by
amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of
the amendment, futility of the amendment, etc. Foman v. Davis, 371 U.S. 178, 182 (1962). The
6
opposing party bears the burden of proving a sufficient justification for denial. In re Vitamin
Litigation, 217 F.R.D. 30, 32 (D.D.C. 2003).
It is common ground that Rule 15 embodies a generally favorable policy towards
amendments. Hill v. United States DOD, 70 F. Supp. 3d 17, 19 (D.D.C. Sept. 29, 2014;
(quoting Davis v. Liberty Mut. Ins. Co., 871 F.2d 1134, 1136 (D.C. Cir. Apr. 7, 1989)); see also
Howard v. Gutierrez, 237 F.R.D. 310, 312 (D.D.C. July 10, 2006). Additionally, this Court
applies the liberal standard and common ground under Rule 15 and favors granting leave to
amend. See Adams, 219 F.R.D. at 197 (The court must, however, heed Rule 15s mandate that
leave is to be freely given when justice so requires.); quoting Firestone v. Firestone, 316 U.S.
App. D.C.152, 76 F.3d 1205, 1208 (D.C. Cir. 1996); Foman v. Davis, 371 U.S. 178, 182 (1962).
A. The Court Should Grant Leave to Allow Plaintiffs to File a Second

Amended Complaint Because There is No Sufficient Justification for Denial.
Plaintiffs motion for leave to file a Second Amended Complaint is not unduly delayed
and is filed in good faith. The proposed Second Amended Complaint is being filed as soon as
possible after significant facts became apparent due to Defendants additional production of
documents. Further, by granting Plaintiffs Motion for Leave to File a Second Amended
Complaint, the record will reflect the new factual matters and the case will be decided based on
all of the evidence.
Defendants will not suffer undue prejudice. Plaintiffs are submitting a timely Second
Amended Complaint in response to Defendants recent production of documents. This Court has
held that [u]ndue prejudice is not mere harm to the non-movant but a denial
of the opportunity to present facts or evidence which [] would have [been] offered had the
amendment[] been timely. See Dove v. Wash. Metro. Area Transit Auth., 221 F.R.D. 246, 248,
7
quoting Foremost-McKesson, Inc. v. Islamic Republic of Iran, 1988 U.S. Dist. LEXIS 18522 at
*16 (D.D.C. 1988); see also City of Moundridge v. Exxon Mobil Corp., 250 F.R.D. 1, 6 (D.D.C.
2008). Given that the deadline for discovery has been extended, with the consent of both parties,
pursuant to the Courts order of September 14, 2017, both parties have adequate time to gather
facts, develop arguments, and respond to motions.
The Court in Wright v. Herman, 230 F.R.D. 1, 4 (D.D.C. 2005), provides, an amended
complaint is futile if it merely restates the same facts as the original complaint in different terms,
reasserts a claim on which the court previously ruled, fails to state a legal theory, or could not
withstand a motion to dismiss. Plaintiffs respectfully propose that granting a Second Amended
Complaint will not be futile; it meets the standard defined in Wright by reflecting new facts,
asserting new claims, and stating new legal theories that will withstand a Motion to Dismiss.
B. The Court Should Grant Leave to Allow Plaintiffs to File a Second

Amended Complaint Because it is in the Interest of Justice.
Plaintiffs have met the standard to obtain leave to file a Second Amended Complaint
under Federal Rule of Civil Procedure 15. Rule 15 states that a court should freely give leave
when justice so requires. Fed. R. Civ. Pro. 15(a)(2). It is in the interest of justice to allow
Plaintiffs to file a Second Amended Complaint, because the Complaint rests on newly
discovered evidence that that Plaintiffs could not have presented to the Court earlier. Subsequent
to the First Amended Complaint, Plaintiffs have found additional factual matters that strongly
support new and different direct claims and identify additional parties who are culpable and
should be joined as defendants.
8
The attached Second Amended Complaint addresses the additional direct claims and the
joining of new defendants. It is critical that Plaintiffs be allowed the opportunity to address the
newly acquired discovery so that the case herein may be decided based on all the evidence.
III. CONCLUSION
Plaintiffs conferred with Defendants and were informed that Defendants oppose this
Motion. On November 1, 2017, Plaintiffs filed a Motion for Additional Time to Add Parties.
(Dkt. 56.) Plaintiffs Motion seeks a two-week extension to add parties, which would change the
deadline from November 1, 2017 to November 15, 2017. Defendants filed an opposition to the
Motion for Additional Time November 6, 2017. (Dkt. 58.) Plaintiffs will file a Reply to
Defendants Opposition on or before November 13, 2017.
For all the reasons discussed above, Plaintiffs request that the Court grant Plaintiffs
Motion for Leave to File the Second Amended Complaint.
9
Dated: November 9, 2017 Signed: /s/Jennifer Gross

Jennifer Gross
Jerome M. Marcus (admitted pro hac vice) Jennifer Gross, DC Bar No. 1003811
Jonathan Auerbach (admitted pro hac vice) Aviva Vogelstein (admission to DDC
MARCUS & AUERBACH LLC pending, DC Bar No. 1024231)
1121 N. Bethlehem Pike, Suite 60-242 THE LOUIS D. BRANDEIS CENTER
Spring House, PA 19477 FOR HUMAN RIGHTS UNDER LAW
(215) 885-2250 1717 Pennsylvania Avenue NW, Suite 1025
jmarcus@marcusauerbach.com Washington, DC 20006-4623
auerbach@marcusauerbach.com (202) 559-9296
jenniegross@brandeiscenter.com
Lead Counsel for Plaintiffs avogelst@brandeiscenter.com
L. Rachel Lerman (admitted pro hac vice) Joel Friedlander (pro hac vice pending)
BARNES & THORNBURG LLP FRIEDLANDER & GORRIS, P.A.
2029 Century Park East, Suite 300 1201 N. Market Street, Suite 2200
Los Angeles, CA 90067-2904 Wilmington, DE 19801
(310) 284-3871 (302) 573-3502
rlerman@btlaw.com jfriedlander@friedlandergorris.com
Scott Godes, DC Bar No. 463674 Eric D. Roiter (pro hac vice pending)
Devin Stone, DC Bar No. 1022055 Lecturer in Law
BARNES & THORNBURG LLP BOSTON UNIVERSITY SCHOOL OF
1717 Pennsylvania Avenue NW, Suite 500 LAW
Washington, DC 20006-4623 765 Commonwealth Avenue
(202) 408-6928 Boston, MA 02215
sgodes@btlaw.com (617) 734-8266
dstone@btlaw.com eroiter@bu.edu
Counsel for Plaintiffs
10
Case 1:16-cv-00740-RC Document 59-1 Filed 11/09/17 Page 1 of 87


ROCKLAND, CHARLES D. KUPFER, and
MICHAEL L. BARTON,
Plaintiffs,
v. Case No. 16-cv-00740-RC
LISA DUGGAN, CURTIS MAREZ, AVERY JURY TRIAL DEMANDED

GORDON, NEFERTI TADIAR, SUNAINA
MAIRA, CHANDAN REDDY, J.
KEHAULANI KAUANUI, JASBIR PUAR,
STEVEN SALAITA, JOHN STEPHENS, and
THE AMERICAN STUDIES
ASSOCIATION,
Defendants.
PLAINTIFFS [PROPOSED] SECOND AMENDED COMPLAINT
-1-
TABLE OF CONTENTS
INTRODUCTION .......................................................................................................................... 1
JURISDICTION AND VENUE ..................................................................................................... 6
THE PARTIES................................................................................................................................ 6
STATEMENT OF FACTS ............................................................................................................. 9
I. BACKGROUND ........................................................................................................................ 9
A. The American Studies Association ..................................................................................... 9
B. USACBI and PACBIs Academic Boycott of Israel ........................................................ 12
C. USACBI Targets the American Studies Association........................................................ 15
II. DEFENDANTS INFILTRATE AND EXPLOIT THE AMERICAN STUDIES

ASSOCIATION. ........................................................................................................................... 17
A. Defendants Covertly Pack the American Studies Association National Council with
USACBI Leaders and Supporters. ............................................................................................ 17
B. Defendants Exploit American Studies Association Resources to Advance the USACBI

Platform. ................................................................................................................................... 27
1. The Academic and Community Activism Caucus and the 2012 Annual Meeting ....... 27
2. The 2013 Annual Meeting, Roundtable, and Open Meeting ................................. 31
C. Silencing Dissent and Withholding Information Pertinent to the Vote

from Membership ..................................................................................................................... 37
1. Removal of Plaintiff Bronner from the 2013 National Council Meeting ..................... 38
2. Defendants hide dissenting viewpoints that would inform the memberships decision
on the vote. ............................................................................................................................ 40
3. Defendants form a subcommittee of USACBI Leaders and firmly pro-resolution

advocates to draft the disclosure materials for the National Council, and withhold their
knowledge of the expected backlash..................................................................................... 42
D. Defendants Freeze the Membership Rolls to Prevent Those Opposed to the Resolution
from Voting, Banning Plaintiff Barton From Voting. .............................................................. 45
i
E. The Announced Results of the Vote Violate American Studies Association Bylaws and
the District of Columbia Nonprofit Corporations Act. ............................................................. 50
F. The Passage and Adoption of the Resolution Constitutes a Substantial Part of the
American Studies Associations Activities, Violating the Associations Bylaws. ................... 52
1. Efforts to Influence Israeli Legislation Constitute a Substantial Part of American

Studies Association Activities .............................................................................................. 53
2. Efforts to Influence United States Legislation Constitute a Substantial Part of

American Studies Associations Resolution-Related Activities ........................................... 55
G. Defendants Invade the American Studies Association Trust Fund to Cover the Expenses
Arising from the Boycott Resolution ........................................................................................ 57
H. Financial Injury to American Studies Association and Plaintiffs Interests Resulting from
Defendants Actions ................................................................................................................. 61
1. Decrease in revenue ...................................................................................................... 61
2. Resolution-related expenses.......................................................................................... 63
COUNT ONE Breach Of Fiduciary Duties Against The Individual Defendants By All Plaintiffs
(Material Misrepresentations and Omissions in Connection with Elections to Office and Seeking
Member Approval of Boycott Resolution and Amendment of the Bylaws) ................................ 69
COUNT TWO Breach Of Fiduciary Duties Against The Individual Defendants By All Plaintiffs
(Duty of Loyalty and Good Faith, Misappropriation and Misuse of Assets of American Studies
Association) .................................................................................................................................. 70
COUNT THREE Ultra Vires and Breach of Contract Action Against All Defendants By All
Plaintiffs (Failure To Nominate Officers and National Council Reflecting Diversity of
Membership) ................................................................................................................................. 71
COUNT FOUR Ultra Vires Action and Breach of Contract Against All Defendants By All
Plaintiffs (Freezing Membership Rolls to Prohibit Voting) ......................................................... 74
COUNT FIVE Ultra Vires Action and Breach of Contract Against All Defendants By All
Plaintiffs (Substantial Part of Activities Attempting to Influence Legislation) ............................ 76
COUNT SIX (IN THE ALTERNATIVE) Breach Of Contract Against Defendant American
Studies Association By All Plaintiffs (Voting Process Contrary To Bylaws) .............................. 78
COUNT SEVEN (IN THE ALTERNATIVE) Breach of D.C. Nonprofit Corporation Act
Against Defendant American Studies Association By All Plaintiffs............................................ 79
COUNT EIGHT Breach Of Contract Against Defendant American Studies Association By

Plaintiff Barton (Denial of Right To Vote) ................................................................................... 80
ii
COUNT NINE Corporate Waste Against All Defendants By All Plaintiffs ............................... 81
PRAYER FOR RELIEF ............................................................................................................... 82
iii
Plaintiffs Simon Bronner, Michael Rockland, Michael L. Barton, and Charles D. Kupfer
(collectively, Plaintiffs), hereby bring claims for breach of fiduciary duty against Defendants
Lisa Duggan, Curtis Marez, Avery Gordon, Neferti Tadiar, Sunaina Maira, Chandan Reddy, J.
Kehaulani Kauanui, Jasbir Puar, Steven Salaita, and John Stevens (the Individual Defendants).
Plaintiffs also bring claims for breach of contract and breach of the District of Columbia
Nonprofit Corporation Act against the American Studies Association, and claims for ultra vires
acts and waste against all Defendants.
INTRODUCTION
1. This case, at its core, seeks redress for breaches of contractual and fiduciary
duties by individuals who gained and abused positions of trust within the American Studies
Association through deception and misrepresentation, purposefully aided and assisted by their
fellow collaborators within the USACBI, a pro-Palestinian political activist group that seeks to
delegitimize the State of Israel in the world community.1 In furtherance of their scheme, the
defendants orchestrated the misappropriation of the assets, both monetary and reputational, of the
American Studies Association to further their agenda to promote an academic boycott of Israel
a political agenda that subverts the apolitical mission and scholarly purpose of the American
Studies Association.
2. For over 65 years, the American Studies Association has had a single, express,
legal purpose the promotion of the academic study of American culture. That purpose is
enshrined in associations Constitution and Bylaws and mandated by its status under the D.C.
Nonprofit Corporation Act of 2010, and required as a condition for income tax exemption under
the Internal Revenue Code.
1
USACBI is an acronym for the United States Association for the Academic and Cultural Boycott of
Israel. USACBI is the U.S. arm of PACBI (the Palestinian Campaign for the Academic and Cultural
Boycott of Israel).
1
3. Despite this, USACBI leaders targeted the American Studies Association as a

vehicle to advance an academic boycott of Israel (the USACBI Boycott). They did this by
taking the steps described in greater detail below to induce the American Studies Association to
adopt a Resolution boycotting Israel, Israeli institutions and Israeli academics (the Boycott or
the Boycott Resolution). Recognizing that (1) previous attempts to convince the American
Studies Association to adopt the USACBI Boycott had failed, (2) the overwhelming majority of
academics opposed any form of academic boycott as a restriction on academic freedom and the
free exchange of ideas, and (3) many considered the USACBI Boycott to be anti-Semitic, in part
because it focused solely on Israel, the USACBI leaders schemed to secretly infiltrate and pack
the American Studies Association National Council with USACBI leaders and supporters,
ensuring that the American Studies Association would adopt the USACBI Boycott in disregard
of the mission of the American Studies Association and the views of the majority of its members.
4. Acting in violation of the American Studies Associations governing documents
and their own fiduciary duties, the Individual Defendants, acting on behalf of the USACBI,
misappropriated the American Studies Associations funding, name, prestige, membership lists,
and respected institutional voice to suborn the American Studies Association to advance
USACBIs political interests. But while they promoted the American Studies Associations
adoption of the boycott as the culmination of a grassroots movement of American Studies
scholars, and celebrated the normalization of the pro-Palestinian movement by a large,

respected academic association, the reality was quite different. The Boycott was the work of a
handful of members of the USACBI Organizing Collective and Advisory Committee (USACBI
Leadership), who were only able to achieve their goal by violating the American Studies
Associations Constitution and Bylaws and the fiduciary duties they assumed when they
succeeded in obtaining positions as officers of the American Studies Association, and so owed to
members of the corporation they exploited.
5. First, defendants obtained control of the nominations process by which the

American Studies Association chose its leaders. With that power in hand, defendants schemed to
2
subvert the American Studies Associations National Council by limiting nominations to

individuals affiliated with USACBI and who would promote and support the American Studies
Associations adoption of the Boycott Resolution. This constituted a violation of the American
Studies Association bylaws, which require that nominations for the American Studies
Association National Council and President reflect the diversity of the membership. The scheme
was advanced by Defendant Jasbir Puar, a USACBI Leader who sat on the American Studies
Associations Nominating Committee. Puar also acted, ultimately successfully, to ensure that
only signed supporters of USACBI were nominated for American Studies Association President.
She imposed this restriction, however, only after concluding that, while a pledge of allegiance to
the goals of USACBI was a prerequisite for her nomination to positions of American Studies
Association leadership, this requirement should not be disclosed to the general American Studies
Association membership who would be asked to vote on Puars chosen candidates. By her
actions, Puar violated her fiduciary duties of loyalty and candor to the American Studies
Association and its members. Those USACBI leaders whose nominations were secured by Puar
as part of this scheme also violated their duties of loyalty and candor to the American Studies
Association membership by failing to disclose their illicit political intentions to the voting
members of the association.
6. Second, beyond their conscious decision to conceal their boycott plot from the
general membership, the Individual Defendants withheld additional material information from
the American Studies Association membership prior to the associations vote on whether to
adopt a resolution imposing the Boycott. This too violated the Individual Defendants fiduciary
duty of candor. Among other things, the Individual Defendants refused to post or circulate letters
and other information opposing the boycott. They also withheld material information about the
USACBI boycott itself, including critical aspects of the USACBI platform that the Boycott
Resolution was modeled upon and which the Boycott would help advance once the American
Studies Association membership adopted it. For example, USACBI and PACBI both reject any
two-state solution to the conflict, and demand the full right of return for people who claim to
3
be the descendants of Arabs who left Israel during and prior to the onset of the Arab-Israeli War
in 1947. This is a critical fact, as all sides generally agree that such a right of return would
mean the end of Israel as a Jewish state a position that many who might otherwise support an
academic boycott of Israel would be unwilling to accept including many members of the
American Studies Association. The Individual Defendants consciously chose to avoid explaining
that the USACBI Boycott that the American Studies Association members were voting on
essentially called for more than the end of the occupation of the Palestinian territories, but the
end of Israel itself as that country is currently constituted.
7. Third, as the date approached upon which the American Studies Associations
general membership would vote on whether to adopt the Boycott Resolution, Defendants picked
a specific day upon which to freeze the membership rolls on the basis of their explicit assessment
that freezing the rolls on that day would maximize the likelihood that the Boycott Resolution
would be adopted. Defendants chose the day before the announcement that the membership
would vote on whether to endorse the Boycott. A freeze of the membership rolls on any date was
unprecedented at the American Studies Association, and in clear violation of the American
Studies Association bylaws, which provide that a lapsed member is reinstated with all the
benefits of membership immediately upon paying dues. It was also contrary to all prior practice,
under which members were able to pay their dues as late as the day of an election and still vote
in that election. Defendants emails amongst themselves explicitly state the reason for the freeze
on membership: to maximize the number of votes in favor of the Boycott and minimize the
number of votes against it.
8. Fourth, the determination of the vote itself also violated the American Studies
Association bylaws or, alternatively, the D.C. Nonprofit Corporation Act. The former requires a
two-thirds vote, in person, at the Annual Meeting; the latter requires a quorum. The vote on the
Boycott satisfied neither.
9. Fifth, the Individual Defendants breached their fiduciary duty of loyalty by

manipulating the American Studies Associations corporate machinery to deprive the members
4
of the American Studies Association of a full and fair vote. The Individual Defendants did so for
exactly one, improper, personal purpose that is contrary to the American Studies Associations
ordained purpose and mission. By so acting, the Individual Defendants caused irreparable
damage to the American Studies Association, causing it to lose its good reputation and the good
will that it had earned over more than six decades. As a direct result of these actions by the
Individual Defendants, well-respected leaders in the field of American Studies resigned from the
American Studies Association in protest. Also as a direct result of these actions, the American
Studies Associations reputation suffered as university presidents, the American Association of
University Professors, government officials, legislatures, previous American Studies Association

Presidents and award-winners, and numerous others publicly condemned the boycott. Along with
the decline in reputation came an increase in expenses incurred and a decrease in the general
fund of the American Studies Association.
10. Sixth, the Individual Defendants, by foisting an anti-Israel boycott on the
American Studies Association and its members, caused the American Studies Association to
divert a substantial portion of its resources and activities to promote legislative change, contrary
to the American Studies Associations own foundational documents. The purpose of the
USACBI Boycott is to force Israel to adopt changes that can only be made through legislation;
moreover, as a result of its adoption of the Boycott Resolution and its commitment to the boycott
of Israel, the American Studies Association has challenged numerous legislative acts that were
proposed in United States state legislatures and the U.S. Congress in response to the American
Studies Association boycott. These actions by the American Studies Association are clear and
specific violations of a prohibition on the promotion of legislation a prohibition which is stated
explicitly in the American Studies Associations Statement of Election. These actions therefore
constitute ultra vires actions. Moreover, spending a substantial portion of activities to promote
legislative change also places the American Studies Associations tax-exempt status in jeopardy.
The Individual Defendants actions in favor of USACBI and its boycott of Israel, despite the risk
5
to the American Studies Associations tax-exempt status, constitutes an additional breach of

fiduciary duty.
JURISDICTION AND VENUE
11. This Court has jurisdiction under 28 U.S.C. 1332, inasmuch as there exists
complete diversity of citizenship between Plaintiffs and Defendants and the amount in
controversy exceeds $75,000.
12. Venue is properly in the District of Columbia by operation of 28 U.S.C. 1391,

inasmuch as Defendant American Studies Association is a non-profit organization incorporated
under the laws of the District of Columbia and domiciled in the District of Columbia. Moreover,
the 2013 American Studies Association meeting was held in the District of Columbia, including
the Round Table and the Open Meeting discussed below.
THE PARTIES
13. Plaintiff Simon Bronner was employed as Distinguished Professor of American

Studies and Folklore at Pennsylvania State University until his retirement in 2017. Plaintiff
Bronner is an honorary lifetime member of American Studies Association, and has full rights and
privileges of American Studies Association membership. (American Studies Association
Constitution (ASA Const.) art. II, 1.) Until recently, he served as the editor of the associations
Encyclopedia of American Studies, and as such, he was an ex officio member of the National
Council. He is a citizen of the Commonwealth of Pennsylvania.
14. Plaintiff Michael Rockland is Professor of American Studies at Rutgers
University, where he founded the Department of American Studies. Plaintiff Rockland is an
honorary lifetime member of American Studies Association, and has full rights and privileges of
6
American Studies Association membership. (ASA Const. art. II, 1.) He is a citizen of the State
of New Jersey.
15. Plaintiff Michael L. Barton is Professor Emeritus of American Studies at
Pennsylvania State University. He first joined the American Studies Association as a graduate
student in 1968, and was a member for approximately 44 years. Plaintiff Bartons membership to
the American Studies Association lapsed for approximately one year beginning in 2012. When
he attempted to pay his dues to reactivate his membership to vote on the boycott, the American
Studies Association was willing to accept him again as a member, but refused to let him vote. He
is a citizen of the Commonwealth of Pennsylvania.

16. Plaintiff Charles D. Kupfer is Associate Professor of American Studies at
Pennsylvania State University. He first joined the American Studies Association as a graduate
student. Plaintiff Kupfer allowed his American Studies Association membership to lapse in 2014,
after the adoption of the Boycott Resolution. He is a citizen of the Commonwealth of
Pennsylvania.
17. Defendant American Studies Association is the nations largest and oldest
organization dedicated to the promotion of the study of American culture. Until recently, it was
the central convening point for academics who study and teach about American culture. The
American Studies Association was incorporated on May 4, 1951 as a private, nonprofit
corporation organized under the laws of the District of Columbia, and chartered at the Library of
Congress in 1951. (See https://www.theasa.net/about/history.) It has been designated by the
Internal Revenue Service (IRS) as a tax-exempt organization under 501(c)(3) of the Internal
Revenue Code. The American Studies Association maintains its corporate office at 1120 19th
Street, N.W., Suite 301, Washington, D.C. 20036. Defendant American Studies Association
adopted a Constitution and Bylaws in effect as of December 2013, pertinent parts of which are
attached as Exhibit A.
18. Defendant Curtis Marez is Professor at the University of California, San Diego,
and served as American Studies Association President from July of 2013 through June of 2014
7
and the Executive Committee and National Council from July of 2012 through June of 2015.
Defendant Marez is a citizen of the State of California.
19. Defendant Avery Gordon was a member of the American Studies Associations
National Council from July of 2011 through June of 2014. Among other things, she co-hosted,
with Defendant Marez, the open meeting to discuss the adoption of the USACBI Boycott at the
2013 American Studies Association Annual Meeting, discussed below. Defendant Gordon is a
citizen of the State of California.
20. Defendant Neferti Tadiar is a member of both the Organizing Collective and the
Advisory Committee of USACBI. Using her roles on the programming committee for the
American Studies Association 2013 Annual Meeting, and the American Studies Association
Activism and Community Caucus (Activism Caucus), Defendant Tadiar was a leader of the
movement for American Studies Association to adopt the USACBI Platform through the Boycott
Resolution. Defendant Tadiar is a citizen of the State of New York.
21. Defendant Sunaina Maira is a member of the Organizing Collective of USACBI,
was a member of the American Studies Associations National Council from July of 2013
through June of 2016, and co-chairman of the Activism Caucus, where she led the movement for
the American Studies Association to adopt the USACBI Platform and Boycott. Defendant Maira
is a citizen of the State of California.
22. Defendant Lisa Duggan served on the Executive Committee and National Council
of the American Studies Association from July of 2013 through June of 2016, and served as
American Studies Association President in from July of 2014 through June of 2015. Defendant
Duggan is a citizen of the State of New York.
23. Defendant Chandan Reddy served on the National Council of the American
Studies Association from July of 2012 through June of 2015, and the Executive Committee from
July 2013 through June of 2015. Defendant Reddy is a citizen of the State of Washington.
8
24. Defendant J. Kehaulani Kauanui is a member of the USACBI Advisory

Committee, and was a member of the National Council from July of 2013 through June of 2016.
Defendant Kauanui is a citizen of the state of Connecticut.
25. Defendant Jasbir Puar is a member of the USACBI Advisory Committee, and was
a member of the American Studies Association Nominating Committee from July of 2010
through June of 2013. Defendant Puar is a citizen of the state of New York.
26. Defendant Steven Salaita is a member of the USACBI Organizing Collective and
a current member of the American Studies Association National Council. His term began on
July 1, 2015, and will end on June 30, 2018. He was a member of the National Council when the
American Studies Associations bylaws were changed to allow large withdrawals from the
American Studies Associations Trust and Development Fund, and when large withdrawals were
taken to cover expenses related to the Boycott Resolution. Defendant Salaitas residency has
changed more than once in recent years. On information and belief, he is currently a resident of
the District of Columbia.
27. Defendant John Stephens is the Executive Director of the American Studies
Association. He has held this position since 1983. Defendant John Stephens is a resident of the
state of North Carolina.
STATEMENT OF FACTS
I. BACKGROUND
A. The American Studies Association
28. The American Studies Association was founded in 1951 for the sole purpose of
advancing the academic field of American Studies. This singular objective is set forth in the
American Studies Association Constitution, as follows:
9
The object of the association shall be the promotion of the study of

American culture through the encouragement of research, teaching,
publication, the strengthening of relations among persons and
institutions in this country and abroad devoted to such studies, and the
broadening of knowledge among the general public about American
culture in all its diversity and complexity.
American Studies Association Const. art. I, 2 (as it read at the time of the events described
herein, and at least until January 5, 2016). The American Studies Association served this mission
for over sixty years, without straying from its sole purpose. Over that sixty-year period, and
owing to the commitment and dedication of its members to their chosen field, the American
Studies Association became the foremost academic organization for the study of American
culture.
29. From the date of its creation until the events at issue in this case, the American
Studies Association served as a hub for the exchange of ideas in the academic field of American
Studies. Past Presidents of the American Studies Association have included preeminent scholars
in American culture, including Carl Bode, author of over 30 books on American literature and
poetry; Daniel J. Boorstin, a Librarian of the United States Congress; Daniel Aaron, a founder of
the Library of America; and William H. Goetzmann, an historian of the American West and
winner of the Pulitzer Prize.
30. In October of 1971, twenty years after its founding, the American Studies
Association reaffirmed its commitment to this singular objective when it elected to be bound by
the District of Columbia Nonprofit Corporation Act. The Statement of Election to Accept of the
American Studies Association (Statement of Election) provides, [t]he corporation is
organized exclusively for education and academic purposes. Statement of Election 3, 4,
emphasis added. The Statement of Election further prescribes that the property, assets, profits
and net income of this corporation are irrevocably dedicated to education purposes and no part of
the net earnings of the corporation shall inure to the benefit of . . . its directors, officers, or other
private persons, except . . . to pay reasonable compensation for services rendered . . . in
furtherance of the purposes set forth in this paragraph THIRD. Statement of Election 3, 3.
10
31. Further, the Statement of Election specifically mandates that No substantial part
of the activities of the corporation shall be the carrying on of propaganda, or otherwise
attempting, to influence legislation, and the corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) any political campaign on behalf of any
candidate for public office. Statement of Election, 3, 4.
32. Statement of Election, 3, 4, mirrors 501(c)(3) of the Internal Revenue Code.
The Internal Revenue Code limits tax-free status under 501(c)(3) to entities organized and
operated exclusively for religious, charitable, scientific, testing for public safety, literary, or
educational purposes . . . no substantial part of the activities of which is carrying on propaganda,

or otherwise attempting, to influence legislation. Failure to abide by this requirement places a
non-profits tax-free status at great risk.
33. Decades of American Studies Associations unbroken practice complied with this
mandate, and both the restrictions themselves and the Associations practice pursuant to those
restrictions prevent the American Studies Association from dedicating its resources to other
goals.
34. Many members of the American Studies Association, including but not limited to
Plaintiffs, contributed funds including annual dues, paid for decades by long-standing members
and effort to the American Studies Association solely on the condition and understanding that
the American Studies Association would continue to abide by this mandate. These members
were invested not only in the ongoing existence of their association, but also in the maintenance
of the American Studies Associations reputation as an academic organization. As discussed in
detail below, when the American Studies Associations reputation collapsed following the
adoption of the Resolution, the individual members also bore the brunt of the backlash. The
reputation of the primary academic organization in a field of study reflects on all of its members,
and the even the field itself.
11
B. USACBI and PACBIs Academic Boycott of Israel
35. The US Campaign for the Academic and Cultural Boycott of Israel, or USACBI,
is a United States-based campaign focused on a boycott of Israeli academic and cultural
institutions. USACBI was formed in 2009 by pro-Palestinian activists in the boycott, divestment
and sanctions movement (BDS), including Individual Defendants J. Kehaulani Kauanui and
Sunaina Maira, and Defendant Mairas husband, Magid Shihade, a Palestinian and at the time, a
professor at Birzeit University, to facilitate in the United States a widespread boycott of Israeli
academic institutions.2 The academic boycott proscribes any academic engagement with Israeli
universities, including intellectual discourse, collaboration on research, and even study abroad
programs. USACBI also promotes a cultural boycott, including an aggressive public campaign to
drive American musicians and artists to cancel concerts and other performances in Israel.
36. USACBI describes its mission as follows:
Responding to the call of Palestinian civil society to join the Boycott,

Divestment and Sanction movement against Israel, we are a U.S.
campaign focused specifically on a boycott of Israeli academic and
cultural institutions, as delineated by PACBI (Palestinian Campaign for
the Academic and Cultural Boycott of Israel).
http://www.usacbi.org/mission-statement/.
37. PACBI was founded by Omar Barghouti, a founder of the BDS movement against
Israel. Barghouti was born in Qatar, raised in Egypt, and has lived in Israel since 1993. He was
working and studying at Tel Aviv University in 2009, while at the same advocating for a boycott
Israeli universities.
38. Barghouti does not believe in a two-state solution for the Middle East. Instead, he
and the BDS movement call for a complete right of return to the land we now know as Israel
2
Birzeit University is located near Ramallah in the West Bank. It was established in the 1970s, years
after Israel took control of the territory where the University operates. See
http://www.birzeit.edu/en/about/history.
12
for people who claim to be descendants of Arabs who left Israel at the beginning of the 1948
war. He believes that the end of the state of Israel as a Jewish state is the proper outcome.
In his book on BDS, the movements leader Omar Barghouti slams left-
wing Israelis for rejecting only the occupation, rather than Israels very
existence. He accuses prominent peace activists, such as Amos Oz,
A.B. Yehoshua and Uri Avnery, of being racists because they refused
to support an unlimited Palestinian Right of Return, and derides
Avnery for wanting to preserve Israels Jewish character.
Philip Mendes and Nick Dyrenfurth, What BDS Really Wants: A One-state Solution, Minus the
Jewish State, Haaretz, Apr 30, 2015 (https://www.haaretz.com/opinion/.premium-1.654282). In
his own words, Barghouti argues that:
you cannot reconcile the right of return for refugees with a two-state
solution. That is the big white elephant in the room and people are
ignoring it a return for refugees would end Israels existence as a
Jewish state. The right of return is a basic right that cannot be given
away; its inalienable.
Ali Mustafa, Boycotts Work: An Interview with Omar Barghouti, The Electronic Intifada,
May 31, 2009 (https://electronicintifada.net/content/boycotts-work-interview-omar-
barghouti/8263).
39. PACBI and USACBI adopted their founders position on the right of return,
calling for a boycott of Israeli academic institutions until the demand is satisfied. Thus, the
USACBI platform states that the academic boycott it promotes should be continued until Israel
complies with their demands by, inter alia, [r]especting, protecting and promoting the rights of
Palestinian refugees to return to their homes and properties . . . (http://www.usacbi.org/about/,
restating the PACBI platform and declaring that the principles guiding the PACBI campaign
and the three goals outlined above are also points of unity for the US Campaign for the
Academic and Cultural Boycott of Israel.)
40. Of the many different views on the conflict in the Middle East, the view of Omar
Barghouti, which rejects any two-state solution, and calls for the end of the State of Israel as a
Jewish state, is perhaps the most extreme view, and is extremely controversial, even among
13
Palestinian activists, and certainly within the United States. Thus, in seeking support for their
boycott campaigns, USACBI does not emphasize that its platform demands boycott of Israeli
universities and other institutions until Israel promote[s] the rights of Palestinian refugees to
return to their homes and properties. As discussed in detail below, those named here as
Individual Defendants carefully avoided explaining USACBIs demand for the right of return
in their campaign for the American Studies Association to adopt the USACBI Boycott, and have
therefore failed to disclose the actual meaning and effect of the Boycott Resolution which the
American Studies Associations membership voted on.
41. The very concept of an academic boycott, for any purpose, is also extremely
controversial, and widely rejected by U.S. academics, including the American Association of
University Professors, as explained by Inside Higher Education:
In the United States, opposition to academic boycotts is strong. A 2007

statement signed by nearly 300 university presidents sums up why: In
seeking to quarantine Israeli universities and scholars, this vote
threatens every university committed to fostering scholarly and cultural
exchanges that lead to enlightenment, empathy, and a much-needed
international marketplace of ideas. . . . .
The American Association of University Professors in 2006 issued a

statement opposing academic boycotts, in view of the Associations
long-standing commitment to the free exchange of ideas. The AAUP
particularly opposes boycotts such as the one being proposed here, in
which institutions would be boycotted unless they vocally oppose
Israeli policies. We especially oppose selective academic boycotts that
entail an ideological litmus test, the AAUP statement says. We
understand that such selective boycotts may be intended to preserve
academic exchange with those more open to the views of boycott
proponents, but we cannot endorse the use of political or religious
views as a test of eligibility for participation in the academic
community.
Cary Nelson, president of the AAUP and a professor of English at the

University of Illinois at Urbana-Champaign, added that, practically
speaking, I think its inappropriate to expect institutions to take
positions on a nation states policy. How would an institution in the
United States take a stand on national policy? Would the Faculty
14
Senate vote, would the administration impose a policy, would the entire
campus vote, would the students have an equal vote?
Elizabeth Redden, Israel Boycott Movement Comes to U.S., Inside Higher Ed, Jan. 26, 2009,
https://www.insidehighered.com/news/2009/01/26/boycott.
C. USACBI Targets the American Studies Association
42. Individual defendants Sunaina Maira, Neferti Tadiar, J. Kehaulani Kauanui, and
Jasbir Puar are all members of USACBI and serve on either the USACBI Advisory Board
(Kauanui, Puar) or the Organizing Collective (Maira), or both (Tadiar).
43. USACBI planning and decision-making is directed by the Organizing Committee

and the Advisory Board (collectively, USACBI Leadership). The USACBI Leadership
primarily strategizes for the adoption of the academic boycotts of Israel by academic associations
and institutions that have the resources and the name recognition to bring publicity and respect to
USACBIs sole cause widespread boycotts of Israel and its institutions. In this way, USACBI
seeks to advance its cause by exploiting the goodwill and other resources of other institutions
such as publicity, name-recognition, and respect that USACBI itself lacks, as well as the fiscal
resources of such institutions.
44. USACBI does not fund its activities out of its own budget. Instead, USACBI
seeks to capture other, ostensibly neutral organizations such as American Studies Association
and to use their budgets, reputations and resources to advance the goals of USACBI. USACBI is
not incorporated, and does not have 501(c)(3) status with the IRS. A click on the donate
button on USACBIs webpage redirects to a page on the PayPal website with the heading,
Palestine Right to Return Coalition and the error message, This recipient is currently unable
to receive any money.3
3
https://www.paypal.com/cgibin/webscr?cmd=_flow&SESSION=6nzLVWQqXNqfVtrm97 yea95_oaU-
uhpedCKonzyeFPV5ye50BzylEBcaFO&dispatch=5885d80a13c0db1f8e263663d3
faee8d795bb2096d7a7643a72ab88842aa1f54&rapidsState=Donation__DonationFlow___StateDonationF
15
45. In 2012, USACBI Leadership including many of the defendants in this case
decided to focus on the adoption of the USACBI Boycott by the American Studies Association.
Among other things, it was agreed that the group should pack the American Studies Association
National Council with as many USACBI Leaders and Endorsers as possible. Defendant Puar,
who was on the American Studies Associations Nominating Committee, would nominate them,
solely for the purpose of assuring that the American Studies Association would adopt the
USACBI Resolution. (SM3736 at 2, email from Maira, Jasbir is nominating me and Alex Lubin
for the Council and she suggests populating it with as many supporters as possible); (SM3730,
email from Puar, I think we should prepare for the longer-term struggle by populating elected
positions with as [many] supporters as possible.) Once on the National Council, the people so
chosen would exploit the entities resources for the ultimate purpose of causing the American
Studies Association to adopt a boycott of Israel in conformity with the USACBI guidelines (a
USACBI Boycott).
46. An opinion piece written by Stephen Salaita a current member of both the
American Studies Association National Council and USACBI Leadership confirms that
USACBI was behind the American Studies Association Resolution (and that USACBI lacks its
own resources):
Ive worked with USACBI for around five yearsclosely during the
process to pass the American Studies Association resolution . . ..
USACBI doesnt accept funding from governments, corporations, or
political parties. When we need money, we get it the old-fashioned
way: everybody chips. What we lack in material resources is exceeded
by the efficiency of unfettered praxis.
. . . USACBI does not need the endorsement of university presidents or
lawmaking bodies. Nor does it want their endorsement, which would
constitute an abdication of what BDS works to accomplish,
atalError&rapidsStateSignature=c4fc0e2160d309fbaecacf3de1b7d3136e36891f (last accessed August 20,

2017.)
16
decolonization of the institutions those bodies exist to enrich and

represent.4
II. DEFENDANTS INFILTRATE AND EXPLOIT THE AMERICAN STUDIES

ASSOCIATION.
A. Defendants Covertly Pack the American Studies Association National

Council with USACBI Leaders and Supporters.
47. The American Studies Association Leadership is elected by American Studies

Association members, who are afforded the opportunity to vote for one of two candidates for
each position. All of the candidates put before the members as possible choices are selected by
the American Studies Association Nominating Committee. Each year, the Nominating
Committee selects two persons to run for President of the American Studies Association and two
persons to run for each open seat on the National Council.5 The Nominating Committee also
selects two persons for each of two open seats on Nominating Committee.
48. Pursuant to the American Studies Association Constitution, Nominees shall be
representative of the diversity of the associations membership. (American Studies Association
Const., Article VI, sec. 2, emphasis added.)
4
Salaita, S., Anti-BDS activism and the appeal to authority, published March 1, 2014 (three months after
the adoption of the American Studies Association Resolution), available at http://auphr.org/. The next
year, the University of Illinois withdrew a job offer to Salaita, after Salaita tweeted a large number of
comments that many considered anti-Semitic, including, if Netanyahu appeared on TV with a necklace
made from the teeth of Palestinian children, would anybody be surprised? and Zionists: transforming
"antisemitism" from something horrible into something honorable since 1948. Robert Mackey,
Professors Angry Tweets Lose Him a Job, The New York Times (Sept. 12, 2014),
https://www.nytimes.com/2014/09/13/world/middleeast/professors-angry-tweets-on-gaza-cost-him-a-
job.html.
5
There is a provision for American Studies Association members to nominate a candidate who was not
nominated by the Nominating Committee. However, this path requires a petition with 25 signatures,
advanced at least four weeks before the nominating committee makes its own nominations. There is no
option to nominate alternative candidates after learning who the two nominees selected by the
Nominating Committee are. (American Studies Association Const., art. VI, 4.)
17
49. Each seat on the American Studies Association National Council and Nominating
Committee is allocated for a three-year term. The American Studies Association President also
serves a three-year term on the National Council one year as President-Elect, one year as
President, and then one additional year.
50. The American Studies Association Executive Committee is composed of the
President, the President-Elect, and the most recent former president. Three members of the
National Council are also selected to serve on the Executive Committee each year, such that the
Executive Committee has six members.
51. The President is responsible for ensuring that the chartered obligations and
purposes of the Association are fulfilled. (Article IV, sec. 2.) The National Council is
responsible for conduct[ing] the business, set[ting] fiscal policy, and oversee[ing] the general
interests of the association. (Article V, sec. 2.)
52. Before June 2012, no members of USACBI Leadership were on the American
Studies Association Executive Committee or National Council (collectively, American Studies
Association Leadership), and no members of USACBI Leadership had ever been nominated for
American Studies Association President. In fact, none of the 800 USACBI Endorsers had been
nominated for American Studies Association President, and only a small handful had ever served
on the National Council.6
53. Starting with the 2012 election, and continuing for four consecutive years, every
candidate the Nominating Committee selected to run for American Studies Association President
was a USACBI Endorser and a vocal and active member of the boycott movement. This was in
sharp contrast to prior years, because not a single USACBI Endorser had been nominated for
American Studies Association President before 2012, at least going back to June 2007.
54. Beginning in 2012, voting members of the American Studies Association had no
option but to vote for a USACBI Endorser for American Studies Association President, although
6
These allegations are based on data beginning with the 2007-08 fiscal year.
18
the voting members could not know that their votes were facilitating a USACBI Boycott,
because the candidates consciously chose not to reveal their intentions to promote the boycott.
For example, when he was nominated and ran for American Studies Association President in
2012, Defendant Marez, the American Studies Association President who ushered in the Boycott
Resolution in 2013, failed to disclose his intention to sponsor the proposed boycott and to
collaborate with USACBI. His candidate statement did not mention Israel, or any academic
boycotts; instead, he premised his candidacy on addressing issues related to the cost of
education, student debt, and a crisis in academic publishing, proposing that under his
leadership, American Studies Association would focus on making knowledge less privatized
and more equally distributed.
55. Similarly, Defendant Duggan, who ran for President in the spring of 2013, and as
President-Elect ushered in the Boycott Resolution with Defendant Marez, also did not mention
Israel or any academic boycott in her candidate statement. Instead, her statement focused
(ironically) on increasing collaboration among scholars, promoting new forms of knowledge
production and circulation, the increasing cost of higher education, and changes in higher
education employment, such as the replacement of tenure-track positions with contract teaching
positions.
56. Notwithstanding the failure of both Marez and Duggan to even mention Israel or a
boycott (and despite the fact that the American Studies Association is an organization whose
purpose is to study American culture), both dedicated the great majority of their efforts as
American Studies Association President (and President-Elect) to the adoption of the USACBI
Boycott, and to responding to the backlash against the American Studies Association. In their
work as ASA Presidents, they would never emphasize the issues of privatization of
knowledge, the cost of higher education, student debt, or changes in academic employment.
57. In addition to nominating only BDS activists for American Studies Association
President, the Nominating Committee packed the Executive Committee and National Council
with candidates who were a sure thing with respect to adopting a USACBI Boycott.
19
58. The takeover of American Studies Association Leadership by USACBI activists

was manipulated by Defendant Jasbir Puar, a member of the USACBI Advisory Board who also
served on the American Studies Association Nominating Committee from June of 2010 through
June of 2013. Puar is an assistant professor of Womens Studies at Rutgers University, where she
specializes in queer theory. She has no background in Middle Eastern studies, has conducted no
original research in international relations or the Middle East conflict, and does not speak Arabic
or Hebrew. She is nevertheless infamous for anti-Semitic lectures condemning Israel, which she
charges with maiming Palestinians, pinkwashing, murdering innocent Palestinian children, and
using the bodies of the dead and maimed Palestinians for scientific research, in the vein of Dr.
Mengele and blood libels directed against Jews since at least the Middle Ages.
59. Mark Yudof, the former President of the University of California, wrote about one
of Puars talks at Vassar College in the Wall Street Journal:
Ms. Puar began by exhorting the students to support a boycott of Israel

as part of armed resistance. As reported by several in attendance at
the speechthe professor introducing her requested that it not be
recordedMs. Puar passed on vicious lies that Israel had mined for
organs for scientific research from dead Palestiniansupdating the
medieval blood libel against Jewsand accused Israelis of attempting
to give Palestinians the bare minimum for survival as part of a
medical experiment.
When asked, she agreed with a questioner that Israeli treatment of
Palestinians amounted to genocide but objected to the term itself, which
she said was too tethered to the Holocaust. . . .
Wild charges against Israel have often been aired on U.S. campuses
over the past several years, and their moral perversity pointed out. But
Ms. Puars calumnies reached a new low. She spoke of Jews
deliberately starving Palestinians, stunting and maiming a
population. The false accusation that a people, some of whose members
were experimented on at Auschwitz, are today experimenting on others
is a disgrace.
Yudof, G. & Waltzer, K. Majoring in Anti-Semitism at Vassar. The Wall Street Journal 17
Feb. 2016 (https://www.wsj.com/articles/majoring-in-anti-semitism-at-vassar-1455751940).
20
60. During her term on the American Studies Association Nominating Committee,
Puar was dedicated to promoting the USACBI agenda by packing the American Studies
Association Leadership with USACBI Leadership, endorsers, and other BDS advocates. Her plan
to pack the American Studies Association National Council with USACBI Leadership is explicit
in emails between her and other USACBI Leaders. (See, e.g., mail from Maira, Jasbir is
nominating me and Alex Lubin for the Council and she suggests populating it with as many
supporters as possible (SM3736 at 2); email from Puar, I think we should prepare for the
longer term struggle by populating elected positions with as [many] supporters as possible
(SM3730); email from Alex Lubin, In my conversations with Jasbir its clear that the intent of
her nominations was to bring more people who do work in, and are politically committed to . . .
the question of Palestine . . . we were nominated in order to build momentum for BDS even
though the question of BDS in American Studies Association may or may not emerge while
were on the council. (SM4308.)
61. When Puar ran for her position on the Nominating Committee in 2010, she chose
not to disclose her true agenda: to place as many members of the USACBI Leadership in the
American Studies Association National Council as possible. Nor did Puar disclose that she
would only nominate USACBI Endorsers for American Studies Association President. Like
Marez and Duggan, Puars candidate statement did not mention Israel or any academic boycott.
It did not mention that her primary consideration in nominating candidates would be their
position on the USACBI Boycott, rather than their qualifications to lead the American Studies
Association. Members of the American Studies Association who voted for her could not have
known that the outcome of that election would be to stack the American Studies Association
Leadership with USACBI Leaders and Endorsers, and ultimately, the American Studies
Associations adoption of the USACBI Boycott.
62. Prior to the election in March of 2013, and after Puar had completed two years of
her three-year term on the Nominating Committee, six of the ten continuing voting members of
21
the National Council were USACBI Endorsers. In her last year on the Nominating Committee,
Puar plans to nominate as many USACBI Leaders as possible.
63. When the slate of candidates for the five open positions on the 2013 National
Council is released by the Nominating Committee, it includes two members of USACBI
Leadership, Defendants Kauanui and Maira, along with Alex Lubin, of the American University
in Beirut, a very active participant of USACBI, and two other USACBI Endorsers. Both
candidates for American Studies Association President were also USACBI Endorsers, such that
seven of the twelve nominees (58%) were USACBI Leaders or Endorsers.
64. The candidates nominated for the 2013 election clearly did not reflect the
diversity of the American Studies Association membership, which was not majority USACBI
Endorsers. (Indeed, there were only approximately 800 USACI Endorsers at the time, and
approximately 4,000 American Studies Association members, and the great majority of USACBI
Endorsers are not American Studies Association members.)
65. The selection of the 2013 candidates violated the American Studies Association
Constitution, which mandates that Nominees shall be representative of the diversity of the
associations membership. (American Studies Association Const., Article VI, sec. 2, emphasis
added.) The failure to nominate candidates that reflect the diversity of the associations
membership was thus an ultra vires act, in direction violation of the American Studies
Association bylaws.
66. Defendants Maira and Kauanui failed to disclose their true reasons for running for
the National Council in their candidate statements. Mairas statement does not mention USACBI
at all, nor does it mention an Israel or any academic boycott.7 In the section describing her plans
7
Mairas statement does note, briefly, that she is the co-chair of the Academic and Community Activism
Caucus, which organized a resolution on the war in Iraq and discussions of boycott and divestment
opposing the U.S.-backed occupation and violations of human rights and academic freedom in Palestine.
Emphasis added. On information and belief, Maira was not involved in the resolution on the war in Iraq,
which was adopted before she became involved with the Caucus in late 2012.
22
if she is elected, Maira states, I would like to participate in national conversations about how to
actively support the mission of the public university and the work of student and faculty activists
challenging privatization and debt, as well as about the role and responsibilities of the U.S.
university in relation to questions of incarceration, surveillance, war, occupation, and
neoliberalism. I am also interested in mentorship of graduate students and junior faculty[.]
67. Similarly, Defendant Kauanuis campaign statement also does not mention Israel
or any academic boycott, except to acknowledge that she is on the Advisory Committee of
USACBI. She states that if elected, she would work to build connections between the American
Studies Association and NAISA [the Native American and Indigenous Studies Association] and
would also place a high priority on being responsive to new intellectual currents and emerging
fields of social and cultural inquiry, all while being attuned to the present contradictory moment
of intellectual vitality and institutional crisis.
68. No voting member of the American Studies Association could know, from
reading their candidate statements, that the Maira and Kauanui only decided to run for National
Council after the communication from Puar recommending that they pack the National Council
with USACBI Leaders. Nor could they have known that Maira and Kauanui were part of a small
group of USACBI Leaders who had already identified American Studies Association as a target
for USACBI.
69. The vague references in Maira and Kauanuis candidate statements were not only
intentional, but carefully planned by the cabal of USACBI Leaders, who discussed, over email,
exactly what they should and should not mention about their plans to adopt the USACBI Boycott
if elected to the National Council. In one email exchange between Alex Lubin, Defendants Maira
and Kauanui, and other USACBI Organizing Committee members, Lubin wrote:
I would welcome an expanded discussion of whether those of us

nominated for the council should mention in our nomination statement
our support for BDS. . . . I wonder if it is strategic to be self-identified
as a BDS candidate, or whether we should merely mention our support
for human rights, academic freedom for everyone, and international
law.
23
Defendant Maira responded:
Ive been thinking this over and like Alex, Im a bit unsure
personally, I feel it might be more strategic not to present ourselves as a
pro-boycott slate. We need to get on the Council and I think our larger
goal is support for the resolution, not to test support at this early stage
from outside the NC.
David Lloyd then replied:
I would definitely suggest not specifying BDS, but emphasizing

support for academic freedom, etc. . . .
Nikhil Singh, who was already on the National Council, disagreed:
[W]e all know that academic freedom is not good enough.
My real question: what do we hope to gain from election of pro-BDS

members to the American Studies Association national council if we
have not made any of the stakes of their election clear to the
membership? . . .
I think that not revealing something this important and intentional and
then hoping later to use the American Studies Association national
council as a vehicle to advance our cause will not work and may well
backfire, because it will lack legitimacy.
(SM4308.) Ultimately, of the three nominees in the discussion, only Alex Lubin actually
mentioned BDS in his candidate statement. He wrote: As a council member I will support the
American Studies Associations domestic and international political commitments, including its
support of unionized hotels, its resolution on the Iraq war, its statement on the occupy
movement, and a pending resolution on the academic and cultural boycott of Israel. He lost
the election. Neither Maira nor Kauanui mentioned the possibility of an American Studies
Association resolution boycotting Israel. They both won. A nominees commitment to the
boycott of Israel and its academic and cultural institutions was a fact that was, and was believed
by ASA members to be, material.
70. The three National Council members selected to sit on the Executive Committee
in 2013 were Karen Leong, Nikhil Pal Singh, and Defendant Chandan Reddy. Their nominations
24
to the National Council (in 2011 for Singh, and in 2012 for Leong and Reddy) and then to the
Executive Committee (in 2013) were indeed a sure thing, as they were already working with
USACBI Leaders Puar, Kauanui, Maira, Schueller and Tadiar to pass a USACBI Boycott
resolution at the Association for Asian American Studies. Leong and Singh had presented the
proposed resolution to the Association for Asian American Studies membership, and were listed
by name on the document circulated at the conference asking Association for Asian American
Studies members to vote. Reddy was listed on the same document, as one of the Asian
American and Pacific Islander Studies scholars who have endorsed/and or are involved in the US
Campaign for the Academic and Cultural Boycott of Israel (USACBI), along with Puar,
Kauanui, Maira, and Tadiar. (Association for Asian American Studies, Annual Conference April
2013, Resolution Proposed: Support Boycott of Israeli Academic Institutions.)
71. Also on the National Council were Defendants Marez, Duggan, and Gordon. By
the end of her three-year term on the Nominating Committee, Puar (along with two other
USACBI Endorsers on the Nominating Committee) had turned the American Studies
Association National Council from a body primarily comprised of American Studies professors
and scholars, and otherwise diverse members (in terms of gender, ethnicity, national origin,
religion, LGBTQ identification, and region, as well as personal interests and viewpoint), to one
overwhelmingly comprised of individuals with a singular focus on adopting the USACBI
Boycott.
72. By concealing their political agenda when standing for election, Defendants Puar,
Kauanui, Maira, Marez, and Duggan failed to disclose a fact that they knew to be material to
ASA members. Defendants Puar, Kauanui, Maira, Marez, and Duggan thereby breached their
fiduciary duty of candor owed to American Studies Association members. Furthermore, by
manipulating the nominating process, and by covertly packing the American Studies Association
Leadership with USACBI Leaders and Endorsers, the Individual Defendants breached their duty
of loyalty and caused American Studies Association to engage in an ultra vires action by
violating the American Studies Association Constitution, which requires that the nominees
25
presented by the nominating committee shall be representative of the diversity of the

associations membership (Article VI, sec. 2).
73. It is the responsibility of the American Studies Association President to ensure
that the chartered obligations and purposes of the Association are fulfilled (Article IV, sec. 2),
and it is the responsibility of the National Council to conduct the business and oversee the
general interests of the association. The President, Executive Council, and National Council
breached their fiduciary duties of candor and loyalty by obscuring their illicit political agenda
when seeking elective office at the American Studies Association, and thereafter by
subordinating the Associations obligations and purposes to their own personal political interests.
74. The stacking of the American Studies Association Leadership was intentional,
and the National Council was aware of it. A confidential memo to the National Council from
Karen Leong describes a meeting in 2012 where participants discussed the fact that they were
working to elect council members who support BDS. (ASA 328.)
75. By failing to ensure that the National Council fairly represented the diversity of
the membership in interests and point of view, as well as other characteristics and by failing
to fully disclose their political agenda when seeking elective office, the Individual Defendants
placed their personal interest in the success of USACBI through the adoption of the USACBI
Boycott at the American Studies Association over the interests of the American Studies
Association and its members. In doing so, they breached their fiduciary duties to the voting
membership.
76. Packing the American Studies Association Leadership by failing to disclose to
American Studies Association members material facts about its anti-Israel boycott agenda
provided USACBI a vehicle to reach thousands of academics who would otherwise not be
exposed to or interested in USACBIs cause. And, once in power at American Studies
Association, the USACBI leaders were able to divert American Studies Association assets and to
exploit the American Studies Association infrastructure (including access to the membership
rolls, fundraising tools, the American Studies Association website and blogs, communications
26
from the Executive Officers and National Council to the membership, an annual meeting to
spread their message), to support a movement for a boycott resolution in a large ostensibly
neutral professional academic association.
77. Moreover, prior to the annual meeting at November 2013, when the National
Council would consider the proposed resolution to adopt the Boycott (the Resolution), it was
assumed that the National Council itself a council heavily packed with USACBI leadership and
supporters achieved illicitly by withholding material facts regarding the USACBIs anti-Israel
agenda could and would adopt the Resolution without a membership vote. The American
Studies Association had never held a vote on a resolution before, and the USACBI Leadership
that packed the National Council expected that the Resolution would be adopted regardless of the
views of the majority of the American Studies Association membership. Thus, in the minds of
the Individual Defendants at the time, packing the National Council was all that was needed to
ensure that the American Studies Association would adopt the USACBI Boycott.
B. Defendants Exploit American Studies Association Resources to Advance the

USACBI Platform.
1. The Academic and Community Activism Caucus and the 2012 Annual
Meeting
78. The Academic and Community Activism Caucus (Activism Caucus) is an

American Studies Association-sponsored caucus of American Studies Association members
intended to provide a network and resource exchange for scholars within American Studies
Association interested in issues of academic activism and social justice specific to American
Studies. (www.theasa.net/caucus_activism/.) Issues to be taken up by the caucus include forms
of academic activism within and without the University work conditions and means of
supporting full-time and part-time instructors in American Studies.
79. At some point in late 2012, Defendants Sunaina Maira and Malini Johar
Schueller, both members of the USACBI Organizing Collective, became co-leaders of the
27
Activism Caucus. The two co-leaders dedicated the Activism Caucus entirely to the adoption of
the USACBI Boycott by the American Studies Association.
80. At the same time, Maira and Schueller were both involved in a similar
coordinated attempt to adopt the USACBI Boycott at the Association for Asian American
Studies. In fact, Schueller is one of a small group of BDS activists who proposed the Association
for Asian American Studies resolution, along with Karen Leong and Nikhil Pal Singh. The
Association for Asian American Studies resolution proposal names Defendant Maira, along with
Defendants Kauanui, Puar, Reddy, and Tadiar as Asian American and/or Pacific Islander Studies
scholars involved in USACBI.

81. The movements for an academic boycott of Israel at the Association for Asian
American Studies and American Studies Association were conceived, planned, and executed by
USACBI Leadership. (After the American Studies Associations adoption of the Boycott
Resolution at issue in this case, similar attempts to bring the USACBI Boycott to the American
Anthropology Association and the Modern Language Association were also conducted by
USACBI, but they would fail.)
82. Despite an urgent need for American Studies Association involvement in
employment-related issues, including the closing of American Studies departments, the overuse
of adjunct, part-time, and temporary instructors at the sacrifice of tenure-track positions with
benefits, decreasing financial support for American Studies at universities across the country, as
well as other issues related to the profession, including diversity in employment, curriculum, new
research areas, and published works, the Activism Caucus run by USACBI Leaders Maira and
Schueller, did not address these issues at all. Instead, for the relevant time period, defendants
subverted the mission of American Studies Association to advance their political objective of
adopting the USACBI Boycott.
83. The Activism Caucus has its own webpage on the American Studies Association
website a platform to reach the American Studies Associations 3,500 members. From the
beginning of the webpages use in late 2012, this valuable vehicle for communication with
28
American Studies Association members was used for only one purpose: to promote the adoption
of the Boycott Resolution. The webpage failed to reflect or discuss numerous topics related to
American Studies that were of particular concern to American Studies scholars, regardless of the
interests and concerns of dues-paying American Studies Association members.
84. The Activism Caucuss efforts to adopt the USACBI Boycott began at the 2012
Annual Meeting in Puerto Rico. At that meeting, Bill Mullen a member of both the Advisory
Board and the Organizing Collective of USACBI manned a table directly next to the
registration table, at the entrance to the venue. Mullen asked American Studies Association
members and guests entering the Annual Meeting to sign a petition endorsing the Resolution. His
table, like the registration table next to it, bore the imprimatur of the American Studies
Association, making it appear as if the document on offer for signature at this table were
endorsed by the American Studies Association. No other petitions, sign-up sheets, or literature
were displayed at the entrance, where entrants had to stop to register.
85. In spite of the prime and suggestive location, fewer than 150 attendees signed the
petition, even though the great majority of attendees at the Puerto Rico conference stopped right
next to Mullens table, at the registration table. The reason for the failure of the petition is clear:
there was no grassroots support within the membership of the American Studies Association for
the USACBI Boycott. There never had been.
86. At this time, the Individual Defendants were not concerned, and did not believe
they actually needed to be concerned, with the views of real, grassroots membership of the
American Studies Association. They believed they only needed to control the National Council
to achieve their goal. Once such control was achieved, USACBI and the BDS movement would
benefit from all of the free publicity disseminated by the American Studies Association National
Council in the course of the next year.
87. At the 2012 National Council meeting, held during the Annual Meeting, the
National Council addressed the topic of a resolution and the circulating petition. Defendant
Marez, who was President-Elect at the time, announced that he planned to organize a major
29
plenary session, entitled 'Town Hall: The United States and Israel/Palestine' at the 2013 Annual
Meeting. The current President of the American Studies Association, Matthew Frye Jacobson,
noted that various caucuses have also drafted statements or resolutions . . . on Palestine and
Puerto Rico to be at vetted at caucus meetings during the 2012 Annual Meeting. President
Jacobson advised that the Activism Caucus is not authorized to speak on behalf of the American
Studies Association, but may issue a statement as an American Studies Association caucus.
However, the President stated,
In terms of a statement, anything that the executive committee or

council issues on behalf of the organization and the membership needs
to conform to the by-laws that we have circulated a few times to
councilors that is the statement should be focused strongly around
issues of our educational mission and questions of academic freedom.
(American Studies Association, Minutes for National Council Meeting, San Juan, Puerto Rico,
November 15, 2012.)
88. The Activism Caucus would never present a statement that was focused strongly
around issues of our educational mission and questions of academic freedom. Id. They knew
that on July 1, 2013, Defendant Marez would take over as President, and the Executive
Committee would consist of Defendants Marez, Duggan, and Reddy, along with Nikhil Pal
Singh and Karen Leong. President Matthew Frye Jacobson would no longer be president, and
would be serving his last year on the Executive Committee. He would also be the only member
of the Executive Committee who was not a BDS activist, and the only member who was not a
USACBI Endorser.
89. The Executive Committee again refused to adopt a resolution in support of the
USACBI Boycott at its next meeting, in May of 2013. Defendants were informed that the
National Council would discuss the matter at the 2013 Annual Meeting. By that time, the
composition of the National Council would be packed with USACBI Leaders and Endorsers.
90. Defendants Kauanui and Maira were elected to the National Council (after
nomination by the Nominating Council) in the spring of 2013. When they began their terms in
30
June, the National Council would include 9 USACBI Endorsers, including two members of the
USACBI Organizing Committee and four members who had just led the effort to adopt the
USACBI Boycott at the Association for Asian American Studies. The National Council would be
led by President Marez and President-Elect Duggan, both of whom were advocating for and
actively promoting the adoption of the USACBI Boycott.
2. The 2013 Annual Meeting, Roundtable, and Open Meeting
91. The 2013 American Studies Association Annual Meeting provided a forum for
Defendants to misdirect expenditure of American Studies Association assets to publicize and

promote USACBIs political mission to thousands of academics, without USACBI incurring any
expenses of its own. The National Councils statement on the resolution described the effort, at
least in part:
In March of 2013, the Program Committee for the 2013 American

Studies Association convention met and discussed ways to create
opportunities at the meeting to discuss issues related to calls for
boycott. The resulting program included 8 sessions on Middle East
American Studies, with four focused specifically on United
States/Israel/Palestine. At the same time the Ethnic Studies Committee
organized two panels about settler colonialism that discussed the
asserted Israeli occupation of Palestine, while the Activism Caucus
organized a panel called Boycott as a Non-Violent Strategy of
Collective Dissent.
(ASA 308.) The line-up included two featured, prime-time sessions on both Friday and
Saturday: Palestine in Crisis and Academic Freedom and the Right to Education: The
Question of Palestine. Well-known speakers in support of the Boycott were invited to speak at
the sessions; meanwhile, no speakers were invited to present the alternative view. On
information and belief, significant resources were expended to promote BDS and USACBI at the
2013 Conference; meanwhile, no resources were invested in presenting the opposing viewpoint.
92. To ensure adoption of the USACBI Boycott, Defendants sought to bring
Palestinian advocates from the Middle East and to cover their expenses from the American
31
Studies Association till. Defendant Marez, who would be American Studies Association
President during the 2013 Annual Meeting, had no concerns about spending American Studies
Association funds to fly speakers in from the Middle East to promote the USACBI Boycott. We
should provide them with a waiver of registration and travel stipend. Is it possible to use some of
the complimentary rooms the American Studies Association gets to provide them with rooms as
well? I know we will probably get criticized for not offering an equal invitation to other
scholars to provide a balanced viewpoint . . . (LD303.) The Individual Defendants purposely
selected as speakers Palestinians who lived in areas where Israel employs security procedures for
travel, choosing such people instead of Arab Palestinian advocates who lived and worked in
Israel or had moved to the United States, based only on this criterion as opposed to their
credentials to speak on the topics of the panels, or the question of academic freedom. Karen
Leong wrote back to Marez and the others:
one point of doing this was to make sure we invited scholars living and
working in Palestine who would need permission from Israel to travel .
. . . I think only Lisa Taraki fits that bill. Ahmad Sa'di lives and works
in Israel and has given a number of talks in the US it appears. And
Munir Akash seems to now be a U.S. based scholar. Do we need to
invite someone else who's currently working and living in Palestine, in
addition to Lisa? Do we have the funds to invite more than one scholar
based in Palestine? But if the goal now is primarily to have a panel with
Palestinian perspectives on the occupation and BDS then I think this
line up is great. Also, maybe Sa'di and Akash have spoken of their
difficulties and denial from entering and exiting Palestine. Then we
could cite that as a clear curtailment of Palestinian and U.S.-based
scholars' academic freedom: a clear reason for the American Studies
Association to propose a resolution (of some sort).
Lisa Taraki is an associate professor of sociology at Birzeit University in the West Bank, and a
founder of both PACBI and USACBI. She is not a scholar in American Studies and is not a
member of the American Studies Association. Defendant Reddy wrote:
I'm not sure about putting this all on email, . . . We did have a strategic
purpose in inviting these scholars. . . . The strategy as discussed at EC
was that any interference with the scholar's travel would give American
Studies Association a reason to address academic freedom issues. So I
32
guess whatever does occur may be a point of discussion at the special

meeting. It is true that the invitation for these scholars to speak could
be seen as stacking the deck by the EC.
(LD 310.) In other words, the American Studies Association Executive Committee for FY 2013
or at least these members of it were planning to dip into American Studies Association funds
to pay for Palestinians to come to the 2013 Annual Meeting, not for their research or scholarly
contributions, not to speak about their work, but because they might be detained in travel and this
fact could be used as an example to present to the National Council.
93. On information and belief, speakers and guests at the American Studies
Association Annual Meetings do not have their travel expenses paid and do not receive a travel
stipend. If American Studies Association did pay Lisa Taraki or any Palestinian to come to the
2013 Annual Meeting, with the goal that the person or person(s) would have some difficulty in
travel and thus serve as a case in point for the Individual Defendants to exploit in debate, it
would be the only time the American Studies Association ever did so.
94. Defendant Marez could not have been any more blunt about his intention to
stack the deck at the 2013 Annual Meeting:
Ultimately, I don't think any scruples about appearing to stack the

deck should stop us from inviting Palestinian scholars. The best way
to address people feeling that there is too much attention to this matter
is to recall this years program was partly organized to provide
information on the Israel-Palestine conflict, and to create places for the
necessary discussion of the issue. . . .
Which is to say it would be hard to devote too much attention to the
nexus of issues condensed by the topic of the US/Israel/Palestine.
I think it makes sense to invite Taraki to join the town hall. It might
also make sense for her to join the "boycott" panel if there is room. But
before contacting her I wanted to know about resources we can devote
to bringing her to the convention. It's easy enough to waive
membership and registration. John, in general I know the American
Studies Association does not have funds it devotes to travel expenses
for invited guests but in this case Im hoping we can do something.
Would it be possible to devote funds from the conference budget or
other pots of [money] to this?
(LD313.)
33
95. Regardless of these efforts, the broad, general membership of the American
Studies Association still did not support the USACBI Boycott. Although the Activism Caucus
had been pushing the petition for a full year, ever since Bill Mullen manned his table at the 2012
Annual Meeting, only 400 to 450 members had signed about 10% of the membership of
approximately 4000. (CM585, email dated December 3, 2013, between 400 and 450 American
Studies Association members signed either a hardcopy of the resolution, or the change.org
petition.)
96. At the 2013 Annual Meeting, Defendants claimed that 800 of the American
Studies Associations 4000 members had signed the petition. Even if this were true, it would
only constitute about 20% of the membership, which would not be a very impressive share after
a full year attempting to gather signatures. But, in fact, the number was only half that.
97. As far as we have seen in the documents produced in this litigation, Defendants
never informed the membership that they had given them inaccurate information, and that
support for the Resolution was only half what they had claimed.
98. For example, at the open meeting on November 23, 2013, David Lloyd, a member
of the USACBI Organizing Collective, stood up to endorse the boycott and attempted to explain
away the fact that only 800 members of the American Studies Association had signed. Meeting
notes produced by American Studies Association summarize his statement to the room as
follows:
[The proposed resolution] has circulated within the association since

last year, and publicly. The petition for the resolution has 800
signatures. We are very aware of a large number of those afraid to sign
in favor of the boycott because of the pattern of violence against those
who speak out against Israel.
(ASA 0005.) In fact, however, there was neither violence nor threats of violence directed in
response to any persons decision to sign the petition. Interested members had a whole year to
sign the petition, and could do so online, in the privacy of their homes. David Lloyd did not (and
could not) justify his reference to the pattern of violence against those who speak out against
34
Israel, but his comment reveals his awareness of the small number of signatures obtained after a
full year circulating the petition, and the lengths that USACBI Leadership was willing to go to
justify imposing the Boycott on an academic association that simply did not support it. And,
again, his claim that 800 ASA members had signed the petition was false, potentially inflated by
200%.
99. During the planning for, and throughout the 2013 Annual Meeting, certain
Individual Defendants continued to collaborate with USACBI Leadership and continued to keep
secret their collaboration with USACBI. A subset of the Organizing Collective was involved in
organizing the movement to adopt the USACBI Platform and Boycott at the American Studies
Association, even though these people were not members of the American Studies Association,
through communications with Defendants Kauanui, Maira, Mullen, and Tadiar, inter alia. The
involvement of USACBI Leadership is revealed in numerous emails produced in this litigation
between Defendants Maira, Kauanui, Mullen, and Schueller with a listserv for unidentified
leaders of USACBI (uscom4acbi@lists.riseup.net) and these additional USACBI Leaders: Magid
Shihade (Founding Member), Cynthia Franklin (Organizing Collective), Jordana Rosenberg
(Advisory Committee), Stephen Salaita (Organizing Collective), and Sasha Gelzin (Organizing
Collective), Lisa Taraki (Advisory Committee), David Lloyd (Organizing Collective), Lena
Ibrahim (Organizing Collective). Other correspondence included Omar Barghouti the
founder of BDS and PACBI. (See, e.g., SM 7955, Email from S. Maira to Omar Barghouti, I
just wanted to send a quick update and request, if you have time, related to the ASA academic
boycott campaign. . . . If you have a few minutes, would you mind reviewing the attached FAQ's
sheet quickly? Just in case you catch anything that is inaccurate that we may have missed, and
O. Barghoutis response, Great! We shall discuss this among PACBI colleagues and get back to
you ASAP. A quick reading of the first part showed at least one factual sentence that needs
editing to be as accurate as possible; see also SM 8306, email exchange between S. Maira, S.
Gelzin, D. Lloyd, J. Rosenberg, We are making an FAQ sheet for the upcoming ASA
conference, at which we will be trying to pass a boycott resolution. I'm still waiting on final edits
35
from Lisa Taraki and Omar Barghouti, and The text is still being edited by Omar Barghouti
and PACBI but I could send you the draft.)
100. In one of these emails, USACBI Organizing Committee member Jordana
Rosenberg explicitly acknowledged that the American Studies Association open meeting, and
indeed the entire movement within the American Studies Association for the boycott of Israel,
were a USACBI Organizing Collective production:
[Defendant] Jasbir [Puar] has let me know she received a complainy

email from Rachel Buff (prof at U-Wisc-Milwaukee) about a) Jasbirs
comments at the town hall and b) the way the procedure of the
resolution has come about. . . . she has complained to Jasbir among
other things about the non-transparency of procedure . . . and also
Jasbirs remarks about Jews. As Jasbir is not actually a member of the
organizing collective (and perhaps not a member of the activism
caucus) I do not believe she should have to field this rant, so Im happy
to do so.
(NT 673.) Rosenberg then continued: by the way by remarks about Jews, Im of course joking
but this person is upset about Jasbir having joked in an off the cuff manner during the Town Hall
and she seems to be worked up about it. (NT673.) As this exchange makes clear, the USACBI
played the central role in advancing the American Studies Association Boycott: these emails
reveal USACBIs Organizing Collective directing how American Studies Association officials
should handle concerns raised by American Studies Association members in an American
Studies Association meeting.
101. These emails, inter alia, also show that Individual Defendants sacrificed their
loyalty to the American Studies Association of which they were officers, and to which these
Individual Defendants bore fiduciary duties to the interests of the USACBI. The fiduciary
duties of the Individual Defendants to the membership of the American Studies Association
required that the Individual Defendants put the interests of the American Studies Association and
its members first when engaged in American Studies Association activities. Instead, the
Individual Defendants breached their duty of loyalty by covertly using their official positions
within American Studies Association to advance the agenda of the USACBI: forcing a
36
Resolution that was detrimental to the American Studies Association. In addition, as discussed
below, the Individual Defendants refused to present opposing viewpoints of American Studies
Association members and factors that would weigh against the Resolution in the minds of many.
They therefore also breached their fiduciary duty of candor.
C. Silencing Dissent and Withholding Information Pertinent to the Vote from

Membership
102. The American Studies Association National Council was to consider the
Resolution on November 25, 2013. Although nine out of fifteen members of the National
Council were USACBI Endorsers, and despite the experience of National Council members
Leong, Reddy, Maira, and Kauanui at the Association for Asian American Studies, and the
efforts and support of American Studies Association President Marez and President-Elect
Duggan, apparently not everyone on National Council was in agreement.
103. Although the plan had been for the National Council to adopt the Resolution at
the November 25, 2013 meeting, the National Council was unable to agree to adopt the Boycott
Resolution without putting the issue to a vote of the membership. Apparently a compromise was
reached, where the National Council announced that the council members endorsed the
Resolution, but that the membership would vote to endorse it as well.
104. Defendants Maira and Kauanui were not at all pleased that the members of the
American Studies Association would be able vote on the Boycott Resolution, as Defendant
Kauanui wrote to Omar Barghouti as she updated him on the outcome:
Unanimous vote by the council to endorse the resolution (revised) but

to also put a members vote asking them to endorse. That last part was
very difficult for me and Sunaina to stomach- but it was the only way.
(SM 9606, see also SM 9649, Suffice it to say that it was not easy.)
105. From this point on, the Individual Defendants used their positions of power and
authority as ASA officers to ensure that the voices of dissent were silenced and that information
pertinent to the members decision on the vote (including information regarding the effect of a
37
boycott on the American Studies Association) was withheld unless it favored the resolution.
Meanwhile, USACBI Leaders formed a google group with name ASA-boycott-coordination.
The group of USACBI Leaders would focus on winning the Boycott Resolution vote. The group
was not based out of the American Studies Association or formed for the associations members.
It was a USACBI team, entirely compromised of members of the USACBI Organizing
Committee (or Founding Members, the case of Omar Barghouti), where Defendants Maira and
Kauanui members of the American Studies Association National Council, with the associated
fiduciary responsibilities, worked with USACBI Leaders, outside of the American Studies
Association, to influence the American Studies Association vote. (See SM 12446, listing the
members of the ASA-boycott-coordination google group, and emails between the members.)
106. The group would plan, together, the most effective ways to influence American
Studies Association members. (See, e.g., SM9960, I think all those articles USACBI is keeping
track of should be posted on the ASA FB page, no?; morgan cooper swung into action . . . and
has contacted the various groups, lists, individuals she contacted working w/Sunaina for the
AAAS [Association of Asian American Scholars] resolution, asking them to write individually
and collectively to support the [American Studies Association] resolution.)
1. Removal of Plaintiff Bronner from the 2013 National Council Meeting
107. As editor of the Encyclopedia of American Studies, Plaintiff Bronner was an ex

officio member of the National Council. (American Studies Association Const. Art. IV, sec.
1(g).) Plaintiff Bronner attended the November 25, 2013 National Council meeting, just as he
had attended the Executive Committee meeting in April 2013, the National Council meeting in
November 2012, and each of the annual Executive Committee and National Council meetings
during his tenure as he held the position of Editor of the Encyclopedia of American Studies.
108. President Marez and the other Defendants knew Plaintiff Bronners position on
the Resolution on November 25, because, inter alia, Plaintiff Bronner had spoken against the
resolution at the Saturday night meeting, just two nights before. The Individual Defendants also
38
frequently discussed over email the fact that Bronner opposed the Resolution, and that he was
communicating his views to other members. Marez and the other Defendants at the National
Council meeting knew that Plaintiff Bronner, a former winner of the American Studies
Associations Turpie award, a lifetime member of the American Studies Association, and an
active and involved participant in the American Studies academy, was well-respected, and also
that his views were representative of the views of a large segment and perhaps a majority of
professors in American Studies departments in colleges and universities across the country.
109. Unwilling to allow any dissent at the National Council meeting from the pro-
Boycott position, Defendant Marez, acting as President, Defendants arranged for Plaintiff
Bronner an officer of the American Studies Association and member of the National Council,
per the American Studies Association bylaws to be unceremoniously kicked out of the National
Council meeting. As American Studies Association Executive Director John Stephens testified in
deposition, this move was unprecedented. The editor of the Encyclopedia of American Studies
had never been removed from a meeting, except in the rare instance where the next editor of
Encyclopedia was to be selected. (J. Stephens Dep. 101:18-104:22.)
110. Notably, Plaintiff Bronner was not asked to leave an earlier National Council
meeting also involving a resolution, on an unrelated topic. But at that meeting, as Executive
Director Stephens testified, [Bronner] did not object to the resolution. (J. Stephens Dep.
107:18.)
111. The removal of Plaintiff Bronner from the National Council meeting was an ultra
vires act, contrary to the bylaws and the long-standing practice of the American Studies
Association. It was also an act by the Individual Defendants against the interests of Plaintiff
Bronner and other members of the American Studies Association, for the purpose of furthering
their personal political interests and those of USACBI, and was thus a breach of their fiduciary
duties to Plaintiffs.
39
2. Defendants hide dissenting viewpoints that would inform the

memberships decision on the vote.
112. Among the fiduciary duties owed by Defendants to the Plaintiffs is the duty of
candor, also known as the duty of disclosure. The duty of candor requires fiduciaries to
disclose fully and fairly all material facts within its control that would have a significant effect
upon a stockholder vote. Caruso v. Metex Corp., CV 89-0571, 1992 U.S. Dist. LEXIS 14556,
at *48 (E.D.N.Y. July 30, 1992) (quoting Stroud v. Grace, 606 A.2d 75, 84 (Del. 1992)).
113. The Individual Defendants purposefully and intentionally withheld material
information from American Studies Association members, including the fact that the Individual
Defendants expected that if the Boycott Resolution was adopted, the American Studies
Association would be widely attacked throughout the academic world and the press, and that this
would harm the American Studies Associations reputation, its members relationships with their
universities, and the American Studies Associations size, strength, and finances. The Individual
Defendants also withheld information refuting factual claims about the USACBI/PACBI
platform and academic freedom in the territories.
114. Among other things, Defendants refused to post any information questioning or
condemning the Resolution on the American Studies Associations general website, including
two letters opposing the boycott from academic leaders including former presidents of the ASA.
As John Stephens explained in deposition:
A. [T]here was a debate about how this should be done, and at the end of
debate there was a decision made by the council that the president
would have the final authority as to what would go on or not go on the
website.
Q. Okay. So were there any guidelines for the president to follow with
respect to making those decisions?
A. From the board? No.
(Stephens Dep. 91:15-23.)
Q. Do you recall an incident where somebody wanted to have something

posted on the website and the president said no?
A. Yes.
Q. What do you recall?
40
A. I recall that Hank Reichman at the American Association of University

of professors wanted to post a letter of opposition to the resolution, and
the presidents response basically was that if the AAUP would allow
him to post a letter of opposition on their site to his opposition, then he
would consider it, but he denied the request to post.
(Id. at 92:2-14.)
A. There was statements from former presidents of the American Studies

Association asking that their opposition to the resolution be
prominently displayed as information for the membership at large.
Q. Who made the decision to refuse that request?
A. The president.
Q. Was there a vote with the council?
A. There was discussion on the council. Either the Council or between the
president and the executive committee. I believe that the request came
to the president and to me. I forwarded it to the council.
Q. And[?]
A. I don't know how the decision was finally arrived at except that the
decision was made and the letter describing the rationale was offered
by the president[.]
(Id. at 94:3-18.)
Q. Does that mean that you are unable to recall any example of documents
that were in favor of the resolution that the president refused to have
posted on the website?
A. The presidents argument was that the documents posted on the website
were those adopted by the council, and it was the presidents vehicle
for communicating with his membership.
Q. [T]he time period that were discussing here, then, is it after the council
had decided to put it to vote . . . but the membership had not yet voted?
A. Yes.
Q. And so this is the period when people are getting prepared to vote?
A. Right.
...
Q. And at that time, the president refused to put up certain documents that
set forth the opinion of people opposed to the resolution?
A. Yes.
(Id. at 95:10-96:8.)
115. These letters in opposition are just two of the many letters opposing the Boycott
Resolution that the American Studies Association received from leaders in academia and
American Studies. The Individual Defendants refused to share any of these letters with the
41
members, simply and only because the letters expressed a view with which the Individual
Defendants disagreed. Many other such letters were received by the American Studies
Association, expressing a wide range of reasons why the American Studies Association should
not adopt the Resolution, including from some who agreed with the goals of the Resolution, but
felt that the procedure of adoption was flawed, opaque, and unfair; that the Resolution reflected
an anti-Semitic intent in that it punished the academics of Israel while other countries were not
targeted for boycotts, and that the Resolution severely infringed on academic freedom, and
eliminated the potential for productive discourse among academics.
116. The Defendants received correspondence from still others who warned that the
passage of the Resolution would be destructive to the American Studies Association. Amongst
themselves, the Individual Defendants acknowledged that the association would be powerfully
and widely attacked, and also that Resolution would be divisive, and cause conflict amongst the
membership. This information was clearly material to American Studies Association members
who were contemplating how to vote on the Resolution. In order to maximize votes for the
Resolution and minimize those against, however, the Defendants withheld it.
3. Defendants form a subcommittee of USACBI Leaders and firmly pro-

resolution advocates to draft the disclosure materials for the National
Council, and withhold their knowledge of the expected backlash.
117. Once the National Council had decided that the full membership would vote on
whether to endorse the Resolution, the Individual Defendants endeavored to ensure that the
American Studies Association shared only pro-boycott propaganda with its members, to
minimize members exposure to opposing viewpoints, and to withhold from the membership the
risks the Resolution posed to the American Studies Association risks that the Individual
Defendants were well aware of, discussed among themselves, and were preparing to spend
American Studies Association funds to counter.
42
118. A subcommittee of the National Council was formed to revise the text of the
Resolution and the accompanying documents. The members of the subcommittee were
Defendants Kauanui, Maira, and Reddy, later joined by Defendant Avery.
119. Of course, there were other members of the National Council who were not
USACBI Leadership and/or had not just led the same movement for boycott at the Association
for Asian American Studies who might have served on the subcommittee. On information and
belief, there were members of the National Council who were ambivalent about, or even opposed
to, the American Studies Associations adoption of the USACBI Boycott, and others concerned
about the process by which the Resolution was to be decided upon, because the process appeared
to them one-sided. Certainly, there were members of the National Council who were less
interested in the outcome of the vote than Defendants Avery, Kauanui, Maira, and Reddy. They
were not represented on the subcommittee that drafted the materials that would go to the
membership, the academic community (including university presidents), and the press.
120. The subcommittee drafted a statement from the National Council to accompany
the Resolution and documents for distribution to the members, including Frequently Asked
Questions or FAQs and Guidance. It also drafted talking points for discussions with the media,
and separate talking points for discussions with the members who were preparing to vote. All of
these documents were entirely one-sided in support of the Resolution. Large portions of them
were adopted from USACBI documents, and included links to USACBI materials. (See, e.g.,
CM 495.)
121. Defendant Maira continued to share these documents with other USACBI
Leaders, as well as Omar Barghouti, to ensure that the final documents complied with the
USACBI/PACBI Platform. She and others on the subcommittee would reject potential changes
that the National Council proposed unless they were in conformance with the USACBI Platform.
Maira even distributed at least one document to PACBI and Barghouti to ask for their comments
and edits. (See, e.g., SM 9426, Email from S. Maira (Dec. 2, 2013), with the subject line,
IMPORTANT ! suggestions from PACBI on specific guidelines, Dear Lisa, Curtis, and all: I'm
43
sharing feedback I also just received from Omar Barghouti himself. In fact, he made the effort to
even suggest a way we can add a few words to make sure that the line for boycott is more clear
for both these Q's in the guidelines and the FAQs.) With respect to another issue, she
reprimanded the National Council regarding whether a university could be unboycotted, saying
that this should be up to USACBI, not American Studies Association. In an email to the entire
National Council, with the subject line CONFIDENTIAL: What does it mean to unboycott,
Defendant Maira wrote:
Id already raised the concern that it is not simply up to us in ASA to

adjudicate when an Israeli university would or would not be
boycottable. Id explained that would be determined by PACBI, along
the lines of the guidelines based on the 3 principles of BDS, which an
Israeli university would need to publicly uphold and affirm (highly
unlikely as I note[.)]
(CM 451.)
122. In anticipation of an attack on the ASA as a result of their wrongdoing, the
Individual Defendants planned a Rapid Response Team to address it. The Individual
Defendants planned to pay for related expenses, including the costs of public relations
professionals, out of American Studies Association funds.8 (See, e.g., CR 66; LD 5754, We
may have to use some of our trust fund principal this year to put out these fires. The sooner we
explore the logistics the better.) The documents prepared for distribution to the membership did
not reflect the concerns over the need to repel an attack on the ASA, or what such an attack, and
8
According to Defendants, expenses related to the Resolution were paid from a budget dedicated to such
matters, funded by contributions earmarked for this purpose. According to our review of the documents,
however, that budget would not exist until spring 2014. Plaintiffs do not have information as to the
specific expenses incurred, but are aware that Resolution-related legal expenses (dating perhaps back to
2013) had been paid by credit card, and that significant funds were withdrawn from the American Studies
Association Trust Fund to pay for Resolution-related expenses, including the credit card bill, in 2016.
See section II.G., pp. 57-60, infra. Requests for Production of documents reflecting expenses related to
the resolution were served in May; however, as of now, Defendants have objected to this request and have
not produced the full set of responsive documents.
44
ASA-funded efforts to repel it, might mean for both the reputation and the finances of the
American Studies Association.
D. Defendants Freeze the Membership Rolls to Prevent Those Opposed to the

Resolution from Voting Thereby Banning Plaintiff Barton From Voting.
123. Knowing that the general membership of the American Studies Association did
not support the Resolution, and that the National Council did not accurately reflect the
memberships interests, priorities, and viewpoints, and the diversity of the membership
generally, the Defendants decided to freeze the membership rolls at a strategic moment so that
some members who were thought unlikely to support the Resolution could be prevented from
voting. This decision was made on November 25, 2013, and the membership rolls were
immediately frozen, over a week before the American Studies Association announced that a vote
would take place.
124. Pursuant to the American Studies Association Constitution, a member whose
dues are six months in arrears shall be dropped from the rolls. Members who are so dropped may
be reinstated at any time by the payment in advance of one years dues. (American Studies
Association Const. Art. II, sec. 2, emphasis added.)
125. Consistent with Article II, section 2, in all previous elections, members could pay
dues as late as the last day of an election and still vote in the election. Executive Director John
Stephens testified that the election on the Resolution was the first and only time that members
whose dues were six months behind were not allowed to vote even after they paid the late dues:
Q. [I]s there any record of a deadline for eligibility to vote prior to

November 24, 25, 2013?
THE WITNESS: I didn't know, and no one knew, actually, there would
be a vote until November 25. That is, the council had not decided to put
it out for a vote until November 25. There had been no discussion at the
previous meetings about putting it out for a vote. That discussion took
place at the Sunday meeting.
45
Q. Is there any place in the bylaws that accounts for suspending the
provision in the bylaws that says that membership is reactivated upon
payment of dues in arrears?
THE WITNESS: Not that I'm aware of.
Q. Okay. Has this ever happened at any time that you recall?
A. No.
...
Q. And so the experience of members in the American Studies

Association who, if they're procrastinators like me, who always do
things at the very last minute, the experience of those people is that
they can wait until a day before an election, pay their dues, and vote?
A. Yes.
...
Q. So up to the day that they were already banned from voting, they
had no previous awareness that if they didn't pay their dues on time,
this vote would happen and they would already be banned from taking
part?
A. Well, no one would have known that because no one knew there was
going to be a support vote until November 25.
Q. But on November 25 when that group got together and said, We're
going to do a support vote, they could have said, So let's give folks
five days to get their money in arrears to pay up their debt so that they
can take part?
A. Yes.
Q. But they didn't do that?
A. No.
...
Q. That heads up that you weren't going to be able to vote came after it
was too late for people to pay their arrears and be able to vote?
A. They froze the membership roster on November 25.
Q. With no warning?
A. That was the board decided to freeze that --
Q. I hear you.
A. -- and they told me to instruct Johns Hopkins to hold all orders for
membership until the vote was over.
(J. Stephens Dep. 150:3-23, 151:18-23, 154:14-155:4, 155:16-156:1.)

126. Defendants decision to freeze the membership before announcing the vote meant
that Plaintiff Barton and other American Studies professors and scholars, long invested in the
46
reputation of American Studies as a field of study and the American Studies Association as an
institution, and who had paid dues for many years, were blocked from voting on the resolution.
That was exactly the intention of the Individual Defendants.
127. At the time of the vote, Plaintiff Barton was unclear on his membership status, but
when he attempted to vote online, was unable to do so. He immediately renewed his
membership, paying a years worth of dues. Defendants accepted Bartons payment and renewed
his membership.
128. Although Plaintiff Barton had paid his dues, Defendants scheme to freeze the
membership rolls prevented him from voting. American Studies Association Executive Director
John Stephens told Plaintiff Barton that Barton would not be permitted to vote on the Boycott
Resolution because he did not renew his membership early enough. Stephens did not admit or
otherwise disclose that Defendants had intentionally manipulated the American Studies
Associations rules in order to prevent Barton and other long-time American Studies Association
members from voting against their Resolution.
129. No provision of the American Studies Association regulations governing
membership restricts the right to vote on questions to be addressed by the membership to persons
who became a member any specified period prior to the date on which such a vote is to be held.
130. In fact, the American Studies Association routinely sends emails just before
elections to those whose memberships have expired, reminding them to pay dues so that they
may vote in the upcoming election.
131. On information and belief, at least one person known by Plaintiffs was permitted
to vote after paying dues in December 2013, just as Plaintiff Barton attempted to do.
132. Plaintiff Bartons position on the Boycott Resolution was publicly known and was
known in particular to John Stephens. On information and belief, Plaintiff Barton was prevented
from voting solely because of his views as were others in the same situation.
47
133. Although Barton and others would not be allowed to vote, the American Studies
Association National Council still accepted their payments of dues, and did so without warning
them that the payments would not reinstate their voting rights.
134. Emails produced in discovery reveal that Defendants intentionally froze
membership before the announcement of the vote in order to minimize votes in opposing the
Resolution. An email from John Stephens makes the point clearly: those who would pay their
dues after the announcement of the vote would likely vote against the Resolution.
(CM00000268.) The email reflects the fact that many former and potential members, some who
even paid to attend the 2013 Annual Meeting, conference, were not paying to join or renew their
memberships to the American Studies Association, because of the Resolution. These people had
no way of knowing at the time that there would be the opportunity for the membership to vote,
and thus were withholding their potential dues payments because they simply chose not to be
members of an organization that would adopt a USACBI Boycott, even if their research and
academic work required them to attend the 2013 Annual Meeting. The first email from Stephens
to Defendant J.K. Kauanui, states, in pertinent part:
On October 31, 2013, there were 3730 paid individual American

Studies Association members. So 230 people joined/renewed in
conjunction with their pre-registration to attend the annual meeting.
There were additional people who joined at the 2013 American Studies
Association. . . . The 3,500 figure was for individuals on September 30,
2013 . . . Our drop from 4600 in 2012 was partly related [to] non-
renewals from San Juan program participants [and people] for whom
the 2013 theme did not resonate.
The vast majority of these folks [who attended the 2013 Annual
Meeting but did not renew or become members] attended in support
[of] the projects of the 2013 annual meeting. They are simply not
joining the American Studies Association to oppose BDS . . .
And JHU Press told me today that theyve heard from some members
who are holding off on their 2014 renewals until the issue is resolved.
I bet that 90% of the 400 or so who joined or renewed since October 1
are either for the resolution or neutral.
48
I noted that several people, like Sonya Michel, did register for the
conference as non-members attended the open forum[, s]o I think the
day we announce any vote is the cutoff date for voter registration (or
December 31st)
For now the risk is to cut off supporters, not opponents.

Once a vote is announced, the risk shifts dramatically the other way
(I.e. people joining/renewing to oppose), IMHO
(CM 268, emphasis added.)

135. In a second email just minutes later, Stephens recommended cutting off
membership on December 1 the day before the planned announcement of the vote. As he
explained, this would greatly limit the ability of even long-term members to pay their dues so as
to be able to vote on a matter important to them and of great importance to the future of the
American Studies Association. Stephens wrote:
So I think the cut off for voter registration, i.e., joining the American
Studies Association and being included in the referendum, ought to be
December 1, the day before Curtis this all goes to the media. I also
think we should state that ONLY members registered before December
1, 2013 are eligible to vote. Its once a referendum is announced that
the opponents may move to renew in order to vote instead of
withholding their renewals as a protest. And theres no opening for
people to join simply to vote against our council.
(CM 268, emphasis added.)

136. Not even the day before the announcement of the vote was soon enough to lock
out the opposition, however. Defendant J.K. Kauanui immediately forwarded the email to the
National Council, and the response from USACBI Leaders and Endorsers was swift and harsh.
(CM 329, Email, Re: CONFIDENTIAL: Proposed cutoff date for member endorsement ballot,
Nov. 26, 2013.) Maria Saldana wrote:
We agreed at the meeting that the cut off of registration would be the
weekend of the conference. I said it three times and Curtis agreed that
the membership as of the conference would be those allowed to vote. I
assure you that even though we haven't announced the vote people
are registering in anticipation. Please let us not walk back on this!
Id., emphasis added. Defendant Sunaina Maira wrote, YES (Id.), and Marisol Lebron wrote:
49
I think it is very important to stick to this deadline and we

have a clear rationale for doing so, namely people will be registering
AFTER the conference when these debates took place.
Id. Never before had attendance at the last Annual Meeting or any debate been a requirement to
renew membership to the American Studies Association, or to vote on any matter. There was no
legitimate, clear rationale, only an illegitimate plan to lock potential opponents out of the vote,
in clear contravention of the American Studies Association bylaws.
137. The decision to freeze the membership rolls on November 25 and ban members
like Plaintiff Barton from voting was an ultra vires act, in violation of the American Studies
Association Constitution, Article II, sec. 2, and the long-standing practice of the American
Studies Association, and a breach of the contract between Plaintiff Barton and the association. It
was also an act by the Defendants against the interest of Plaintiff Barton and other members of
the American Studies Association, for the purpose of furthering their personal interests and the
interests of the USACBI, and thus was a breach of Defendants fiduciary duties to the Plaintiffs.
Moreover, accepting the dues payment from Professor Barton, knowing that the reason for the
payment would not be fulfilled, constitutes an additional breach of Defendants fiduciary duties
to Plaintiff Barton and those current and former members of the American Studies Association
who did not benefit from the Resolution.
E. The Announced Results of the Vote Violate American Studies Association

Bylaws and the District of Columbia Nonprofit Corporations Act.
138. Art. XI, 3 of the American Studies Association By-Laws in effect at the time of
the vote on the Boycott Resolution states:
Should an issue arise which, in the opinion of the Executive Committee

or Council, seems to require public action, speech or demonstration by
the association at a particular annual meeting, the Council shall meet to
formulate a response. The Council shall convene an emergency
meeting of the membership on the first full day of the annual meeting,
to recommend a course of action, and conduct a public discussion of
the issue(s); and the vote of two-thirds of those in attendance may
approve the recommended action.
50
Pursuant to this provision, the Resolution could pass only if it were approved by a vote of two-
thirds of the members convened on the first full day of the Annual Meeting.
139. The vote that took place did not conform to 3. The American Studies
Association National Committee put the Resolution to a vote of the American Studies
Association membership during a ten-day period in December 2013, not on the first day of the
November meeting. Less than a third of the membership voted 1,252 members out of 3,853
that were eligible to vote. Only 827 members voted for the resolution approximately 21% of
the total membership. The American Studies Association asserts that the resolution passed with
827 votes in favor, out of 1,252 members who voted on the proposal. However, even if the
Resolution could pass with less than a third of the members voting, and only 21% of the
members voting in favor, it did not pass under art. XI, 3, because it was not supported by
two-thirds of those voting. Two-thirds of 1,252 is 835.
140. If art. XI, 3 of the bylaws was not applicable to the vote on the boycott, the
default rule is found in Section 29-405.24 of the D.C. Nonprofit Corporation Act, which sets
forth the requirements for a quorum for a vote of the members of groups like the American
Studies Association. Section 29-405.24 provides:
Members entitled to vote as a separate voting group may take action on

a matter at a meeting only if a quorum of those members exists with
respect to that matter. Except as otherwise provided in the articles of
incorporation or bylaws, a majority of the votes entitled to be cast on
the matter by the voting group constitutes a quorum of that voting
group for action on that matter.
141. Accordingly, in the event that art. XI, 3 of the American Studies Association
By-Laws did not govern the Boycott Resolution, a quorum on the measure would have been a
majority of the votes entitled to be cast on the matter by the voting group. Thus, in order for
the Resolution to pass, more than 50% of the active members would have to vote in favor of the
Resolution. Fifty percent of 3,853 is 1,927.
51
F. The Passage and Adoption of the Resolution Constitutes a Substantial Part of

the American Studies Associations Activities, Violating the Associations
Bylaws.
142. The American Studies Associations Statement of Election specifically mandates

that No substantial part of the activities of the corporation shall be the carrying on of
propaganda, or otherwise attempting, to influence legislation, and the corporation shall not
participate in, or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office. Statement of Election, 3, 4.
143. The American Studies Association claims tax-free status under 26 U.S.C.
501(a), which exempts from taxation organizations described under 26 U.S.C. 501(c)(3).
Section 501(c)(3) states:
(3) Corporations, and any community chest, fund, or foundation,

organized and operated exclusively for religious, charitable, scientific,
testing for public safety, literary, or educational purposes, . . . no part
of the net earnings of which inures to the benefit of any private
shareholder or individual, no substantial part of the activities of
which is carrying on propaganda, or otherwise attempting, to
influence legislation . . . .
26 U.S.C. 501. Under IRS regulations, a nonprofit organization that attempts to influence and
advocate changes in the laws of a foreign country is an action organization . . . and therefore
does not qualify for exemption from tax. Rev. Rul. 73-440, 1973-2 C.B. 177.
144. An organization will not be regarded as operated exclusively for one or more
purposes specified in 501(c)(3) if more than an insubstantial part of its activities is not in
furtherance of one or more of those purposes. Mysteryboy, Inc. v. Commissioner, 2010 Tax Ct.
Memo LEXIS 14, 40-45. An organization is also not operated exclusively for one or more
purposes specified in 501(c)(3) if it is an action organization . . . Under 1.501(c)(3)-
1(c)(3)(ii), Income Tax Regs., an organization is an action organization if a substantial part of its
activities is attempting to influence legislation by propaganda or otherwise. Id.
52
1. Efforts to Influence Israeli Legislation Constitute a Substantial Part of

American Studies Association Activities
145. USACBI calls for a boycott of Israeli academic institutions until Israel complies
with the USACBI demands. Those demands require dramatic change in Israeli law, and
specifically, the adoption of numerous statutes and large-scale legislation by the Knesset. As
stated in the USACBI FAQs and Mission Statement, available on the USACBI website,
USACBI calls for boycott of Israeli academic organizations until Israel implements the
following:
Ending its occupation and colonization of all Arab lands and

dismantling the Wall;
Recognizing the fundamental rights of the Arab-Palestinian

citizens of Israel to full equality; and
Respecting, protecting and promoting the rights of Palestinian

refugees to return to their homes and properties as stipulated in
UN resolution 194.
http://www.usacbi.org/wp-content/uploads/2015/10/FAQ-on-the-Academic-Boycott-of-Israeli-
Institutions.pdf; see also http://www.usacbi.org/mission-statement/ (same, and showing that the
demands come directly from PACBI). The individual defendants specifically referenced these
requirements as they sought to draft a resolution that would be consistent with the USABI and
PACBI boycott goals.
146. It would not be feasible to describe the thousands of laws the State of Israel would
have to adopt, strike, or amend in order to meet the three requirements of PACBI. To begin with,
Israeli law requires that any international treaties or agreements are issued through legislation by
the Knesset.9 Thus, the act of withdrawing from the West Bank or East Jerusalem could only be
accomplished by a legislative act of the Knesset.
9
Specifically, Israeli constitutional law denies the force of law to international agreements of the Israeli
government, even if ratified as treaties by the Knesset, unless the provisions thereof are enacted into
statutory law by the Knesset. Moreover, Israels Basic Law: Human Dignity and Liberty requires that
infringements upon property rights to be authorized by primary legislation.
53
147. Indeed, all major transfers or cessions of Israeli authority in the West Bank and
Gaza Strip since 1967 have required legislative acts of the Knesset. For example, Israels
unilateral withdrawal from the Gaza Strip required a massive piece of legislation (the
Disengagement Plan Implementation Law of 2005) to address questions of property ownership,
compensation, taxation, and local government authority, inter alia. See HCJ 1661/05 Gaza
Coast Regional Council v. The Knesset, PD 59(2) 481 (2006) (Israel Supreme Court) (holding
that the state of Israel was constitutionally required to grant compensation to aggrieved property
owners, a legislative act). Further legislation was required to enact various aspects of the Israel-
PLO agreements (the Oslo Accords) into Israeli statutory law, such as the Implementation of
the Interim Agreement Concerning the West Bank and Gaza Strip Law (Judicial Powers and
Other Provisions) (Legislative Amendments), 1996.
148. The American Studies Association Boycott adopts the platform of USACBI and
PACBI, a fact that was explicitly stated, without reservation, in certain emails between the
individual defendants. Defendants who serve or served in both USACBI and American Studies
Association Leadership relied on USACBI materials in drafting the Resolution and associated
documents. Individual defendants even consulted with Omar Barghouti, the leader of BDS and a
founding member of USACBI, while drafting the Resolution and explanatory documents.
Indeed, when there was discussion about when an Israeli academic institution could or should be
unboycotted, individual defendant Sunaina Maira, demonstrating her conflicting loyalties,

instructed others working on the Resolution that such decisions should only be left up to
USACBI/PACBI, and not American Studies Association. (CM 451, it is not simply up to us in
ASA to adjudicate when an Israeli university would or would not be boycottable. Id explained
that would be determined by PACBI, along the lines of the guidelines based on the 3 principles
of BDS.),
149. The Resolution therefore calls for constitutes an attempt to influence Israeli
legislation, in violation of the American Studies Association Bylaws that prohibit the carrying
54
on of propaganda, or otherwise attempting, to influence legislation, and therefore is ultra vires.

Statement of Election, 3, 4.
150. Aside from the passage of the Resolution itself, the efforts of the Defendants
directed at forcing Israel to change legislation were resource-intensive. They include
campaigning for adoption of the Resolution, the 2013 Annual Meeting, which was dominated by
the Resolution issue, and responding to organizational risks and widespread backlash in the
larger academic community and the general public resulting from the Resolution.
151. These activities overwhelmingly occupied the time, energy, and resources of
American Studies Association officers, Executive Committee, and National Council. Defendants
even sought to hire an additional employee to assist. For many years, the American Studies
Association had only one paid employee: Executive Director John Stephens. After the
Resolution, the National Council set out to hire a second employee specifically because of the
very large amount of extra work required to address the backlash from the Resolution.
152. In conclusion, for a multi-year period and very likely still today, change in Israeli
legislation was a substantial purpose of the American Studies Association, in violation of the
American Studies Association bylaws and placing the American Studies Associations status as a
501(c)(3) non-profit entity at risk.
2. Efforts to Influence United States Legislation Constitute a Substantial Part

of American Studies Associations Resolution-Related Activities
153. The American Studies Associations adoption of and support for the Resolution
also required Defendants to commit a substantial part of the organizations efforts to influencing
U.S. legislation.
154. Immediately after the American Studies Association announced the Resolution,
U.S. federal and state legislators introduced bills in response. In January of 2014, the New York
State Senate passed a bill prohibiting state universities from expending tax dollars on groups that
boycott Israel. Also in January, legislation was introduced in Pennsylvania condemning the
55
American Studies Associations academic boycott against Israel as an intolerable, anti-Semitic,

base form of bigotry and hatred. (CR59, quoting the bill.) Similar bills specifically targeting the
American Studies Association Resolution were introduced in Illinois and Maryland state
legislatures (LD6463).
155. At the federal level, H.R. 4009, a similar bill also intended to prohibit government
funding from supporting the American Studies Association, was introduced specifically in
response to the American Studies Association Resolution. (LD6089.)
156. The American Studies Association, acting through the Individual Defendants in
their official capacities as officers or other leaders of the American Studies Association, engaged
in a variety of efforts to block legislation directed at the association from multiple legislatures
became all-consuming, easily constituting a substantial portion of the associations efforts and
resources. (See, e.g., LD00006114, the American Studies Association is logistically
overwhelmed right now as a result of its efforts to combat these proposed state laws)
157. As the cost of defending the American Studies Association against, inter alia, the
legislative initiatives directed at the Resolution, became prohibitive, President Marez began a
fundraising campaign by the name of Stand with the American Studies Association. The
campaign began on March 28, 2014, and was scheduled to end six months later, with the goal of
raising $100,000 to fund the American Studies Associations efforts to respond to the bills
proposed in Congress and the state legislatures, inter alia.

158. The Stand with the American Studies Association campaign began with a mass
email to the membership. The response was not positive many members responded angrily.
The campaign would only raise approximately $50,000 just half the goal and would take up
the majority of President Marezs time as American Studies Association President. Responding
to the legislation proposed in multiple states and at the federal level consumed a substantial
portion of the American Studies Associations resources.
159. The overwhelming expenditures of effort, time, and financial resources for the
purpose of influencing legislation violated the Statement of Election, 3, 4:
56
No substantial part of the activities of the corporation shall be the

carrying on of propaganda, or otherwise attempting, to influence
legislation, and the corporation shall not participate in, or intervene in
(including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office.
Violation of this provision constitutes an ultra vires act.

160. The presence of a single substantial purpose that is not described in 501(c)(3)
precludes exemption from tax . . . regardless of the number of the importance of the purposes
that are present and that are described in 501(c)(3). Mysteryboy v. Commissioner, 2101 Tax Ct.
Memo Lexis at 47-49. The actions of the Individual Defendants described here clearly
contravene this rule and so put the American Studies Associations tax-exempt status at material
risk.
161. Because they placed at substantial risk the American Studies Associations non-
profit tax status, Defendants breached fiduciary duties of loyalty and care to Plaintiffs, whose
individual rights as members of the non-profit entity were affected by the alleged failure to
follow the dictates of the constitution and by-laws and they thus had a direct, personal interest
in the cause of action, even if the corporations rights are also implicated. Daley v. Alpha
Kappa Alpha Sorority, Inc., 26 A.3d 723, 729 (D.C. 2011), quoting Franchise Tax Board of Cal.
v. Alcan Aluminum, Ltd., 493 U.S. 331, 336 (1990); see also Jackson v. George, 146 A. 3d 405,
415 (D.C. App. 2016).
G. Defendants Invade the American Studies Association Trust Fund to Cover

the Expenses Arising from the Boycott Resolution
162. The American Studies Association maintains a Trust and Development Fund (the
Trust Fund). According to documents provided by the Defendants, there have been no
withdrawals from the Trust Fund at least as far back as June 30, 2008 the earliest date that
Defendants have provided documents that report transfers from the Trust Fund to the operating
account. (ASA 930.)
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163. Article XII of the American Studies Association bylaws sets forth the
associations bylaws regarding the Trust Fund. As of the adoption of the Boycott Resolution,
Article XII, in pertinent part, read as follows:
Bylaws, Article XII: Association Trust and Development Fund
Sec. 1. The Trust and Development Fund shall have as its main purpose
to insure the longterm, financial stability of the association in
accordance with Article VIII, Section VI, of the Constitution of the
American Studies Association. The Fund may also from time to time
make small grants in support of the projects, activities, or prizes of the
association.
...
Sec. 3. The interest and dividend income of the Trust and Development
Fund may be used during the fiscal year for the purposes of the
associations incorporation to the extent authorized by the Internal
Revenue Service and the District of Columbia. No expenditure shall be
made from the Funds principal balance or capital gains. All
surpluses at the end of the fiscal year shall be assigned to the Fund's
principal balance. . . .
(ASA Bylaws, art. XII, as of November 2013 (2013 Bylaws), emphasis added.)
164. Today, the American Studies Associations bylaws have been amended to allow
the association to withdraw large amounts from the Trust Fund, and the Individual Defendants
have withdrawn such large amounts specifically to pay for expenses incurred as a result of the
Boycott Resolution. Article XII of the bylaws, effective March 2016, is restated below, with
emphasis on the elimination of the word small from the term make small grants in 1, and
the addition of the clause in 4 providing for the withdrawal of 4% of assets of the trust fund
each year, including the funds principal balance and capital gains:
ARTICLE XIII: Association Trust and Development Fund
Sec. 1. The Trust and Development Fund shall have as its main purpose
to insure the long-term, financial stability of the association. The Fund
may also from time to time make grants in support of the projects,
activities, or prizes of the association.
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...
Sec. 4. The interest and dividend income of the Trust and Development
Fund may be used during the fiscal year for the purposes of the
associations incorporation to the extent authorized by the Internal
Revenue Service and the District of Columbia. The Trustees may
spend each year a maximum of 4% of the monthly average of Fund's
assets from the preceding year. All surpluses at the end of the fiscal
year shall be assigned to the Fund's principal balance. . . .
ASA Bylaws, art. XIII, adopted Mar. 2, 2016 (2016 Bylaws), available at
https://www.theasa.net/about/governance/articles-bylaws#ARTICLE%20XIII, emphasis added.
165. The 2016 Bylaws also state that, [a]t least once annually, the Board shall
publicly issue an official accounting of the Fund's receipts, investments, and expenditures[.]
(2016 Bylaws, art. XIII, 2.)
166. The full membership of the American Studies Association voted on changes to the
associations bylaws and constitution in March 2016, as part of the annual election for President
of the American Studies Association and members of the National Council. A letter to the
membership explaining the proposed changes to the bylaws does not mention the changes to art.
XIII. But this letter explains only the changes to other bylaws, that are unrelated to the Trust
Fund (JS 2003) it says nothing about bylaw changes related to the Trust and specifically about
the ease with which ASA officers could withdraw money from the Trust or the purposes for
which they would or could do so. On information and belief, Defendants did not inform the full
membership about proposed changes to the bylaws governing withdrawals from the Trust Fund
in advance of the vote in March of 2016. If true, Defendants violated their fiduciary duty to
Plaintiffs, and the other members of the American Studies Association, by failing to inform them
that the vote on the bylaws in March 2016 allowed for large withdrawals from the Trust Fund.
167. Withdrawals totaling $112,034 were made from the Trust Fund in fiscal year
2015, which began on July 1, 2015 and ended on June 30, 2016. (JS 1332_37.) Assuming that
the average monthly balance of the Trust Fund in the previous fiscal year was between
$1,377,000 (the balance on June 30, 2014) and $1,385,000 (the balance on June 30, 2015), the
59
allowed withdrawal under the 2013 Bylaws would have been approximately $55,240. However,
more than twice that amount was withdrawn.
168. The documents produced by Defendants thus far do not provide a justification or
explanation for the remainder of $112,034, approximately $56,794, withdrawn in fiscal year
2015.
169. This withdrawal the first of at least three planned annual withdrawals depletes
the assets of the Trust Fund at a materially greater rate than the return on the funds investments.
On June 30, 2016, the balance of the Trust Fund was $1,247,000, falling 10% from the balance
of $1,385,000 a year before, although the return on investments was strong that year.
170. Although Defendants have continuously claimed that the American Studies
Association did not incur costs related to the Boycott Resolution in excess of contributions
earmarked for the Boycott Resolution, internal documents produced in discovery reveal that
Defendants charged legal fees related to numerous lawsuits on an American Express card, and
carried the balance on the card, potentially for years, until they began withdrawing from the
Trust Fund in fiscal year 2015. (See, e.g., Stephens Decl., 15, The only monies/expenses paid
out by ASA related to the Resolution were less than the total amount of contributions made to
ASA specifically designated for ASA in support of the Resolution; as discussed below, these
contributions totaled $49,000 and were exhausted by the end of 2014, well before the Trust Fund
withdrawals described here.)

171. According to internal emails, expenses arising from the Boycott Resolution were
charged, or avoided, and so such expenses increased until money was withdrawn from the Trust
Fund including the withdrawal of approximately $150,000 noted above, and additional,
subsequent withdrawals:
Extraordinary expenses over the past several years, notably, legal fees
and the new website, have been covered by grants from the Fund (in
the total amount of $294k for fy 2016 and 2017 combined), as well as
by the monies raised through the Stand with the ASA campaign. . . .
This convergence of extraordinary expenses has, however, meant that
cash flow has been restricted with the result that at the end of 2016, the
60
association was carrying a substantial debt [including] $40k in unpaid

legal expenses), which had been covered by charging against the
ASA's American Express account. . . . The $40k charge remains
outstanding; it will be serviced in/near the start of FY2018.
(JS 1940.) On information and belief, Defendants never informed the full membership that the
amendments to the bylaws that they voted on would be utilized to pay legal bills arising from the
Boycott Resolution bills perhaps years old, that had been charged to an American Express
card. Nor did Defendants inform the membership of any other expenses related to the Resolution
that would be paid by depleting the Trust Fund, or that the Trust Fund would be used to cover
decreases in revenue resulting to the resignation of scores of individual and institutional
members.
H. Financial Injury to American Studies Association and Plaintiffs Interests

Resulting from Defendants Actions
1. Decrease in revenue
172. The American Studies Association reports aggregate annual gifts, grants and
contributions (contributions) each year, as required, on its IRS Form 990. American Studies
Associations average reported contributions for the ten-year period from and including FY 2003
through FY 2012 is $50,394 with a median of $41,576. This average is brought down by low
giving in FY 2008 ($30,556) and 2009 ($33,959), due to the Great Recession. Excluding the two
years of the Great Recession, contributions averaged $54,928, with a median of $48,418 and a
range of $31,458 (FY 2012) to $108,629 in (FY 2004).
173. FY 2012 began July 1, 2012, and includes the 2012 Annual Meeting, where David
Lloyd (and other USACBI Leadership) set up the petition calling for the Resolution, includes the
presentation of the Resolution to the Executive Committee, and includes public and internal
criticism of the proposed Resolution.
174. Contributions in FY 2012 ($31,458), FY 2014 ($33,080), and FY 2015 ($31,456)
the last year we have records for were all lower than every other year since FY 2003, with
61
the sole exception of FY 2008. Indeed, contributions for FY 2012, FY 2014, and FY 2015 were
even less than contributions for FY 2009. Quite simply, the Resolution offended a substantial
number of long-term and potential new contributors. Others did not want to contribute an
organization that would engage in an academic boycott of Israel; additional others would not to
contribute to an organization that would engage in any academic boycott, and still others simply
did not want their contributions to an academic organization to go to any purpose other than
education and research. Donations to the American Studies Association general fund collapsed.
175. The American Studies Association reports contributions for FY 2013 of $70,544,
but does not note on the Form 990 that $49,000 was specifically contributed by supporters of
USACBI and PACBI, and that these funds were earmarked solely for responding to legal costs
and other support for the Resolution. (Decl. of J. Stephens at 9.) These funds could not be
used for any other purpose. Administrative costs, research, or grants of the type American
Studies Association had generally covered through the general fund.
176. Subtracting these $49,000 in restricted gifts from total FY 2013 contributions of
$70,544 leaves contributions of only $21,544 for the American Studies Association general fund,
far less than the usual amount contributed to the American Studies Association. Thus, although
administrative costs increased after voting on the Resolution was completed, the unrestricted
resources available to cover those costs declined significantly, due to the sharp decline in
donations to the American Studies Associations general fund.

177. According to the American Studies Associations IRS Form 990s, membership
fees also fell in response to the Boycott Resolution. This is true despite the fact that USACBI
Leadership and Endorsers and other supporters of the Resolution encouraged their students to
join the American Studies Association so that they could attend the 2013 Annual Meeting and
ultimately vote.
178. The American Studies Association reports membership fees each year, as
required, on its IRS Form 990. American Studies Associations average reported membership
fees for the ten-year period from and including FY 2003 through FY 2012 is $266,948 with a
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median of $ 276,411. These simple statistics include dips in membership fees during the Great
Recession, when membership fees fell to $271,397 in FY 2008 and $246,024 in FY 2009.
179. In FY 2012, membership fees fell by $41,431 (14%). As stated above, FY 2012
began July 1, 2012, and includes the 2012 Annual Meeting, where David Lloyd (and other
USACBI Leadership) set up the petition calling for the Resolution, includes the presentation of
the Resolution to the Executive Committee, and includes public and internal criticism of the
proposed Resolution.
180. Membership dues for FY 2014 were also less than FY 2012, although more than
FY 2013. As John Stephens explained in deposition, some portion of membership fees in FY

2013 were paid by advocates for USACBI and the Resolution, as a means of supporting the
American Studies Association Resolution. These members would not continue their
membership in following years.
181. As the numbers show, American Studies Association membership fees dropped
after the resolution, and, per the 990 forms for FY 2014 and FY 2015, have not recovered. John
Stephens confirmed this in deposition testimony:
[Q. I]s it consistent with the trends that you have noticed that the past
two years of revenue, the year ending [June 30] 2015 and the year
ending [June 30] 2016, are less than the 10 years prior?
A. Yes.
Q. [E]xcept for the fiscal year ending in June of 2014, is that trend also
consistent with respect to contributions?
A. Yes.
(Stephens Dep., 178:16-24.)
2. Resolution-related expenses
182. Defendant American Studies Association claims that expenses incurred in support
of the Resolution were paid out of a segregated fund, solely funded by contributions that were
earmarked by the donors for this purpose. See Decl. of J. Stephens, 9 (Following the
Resolution, a number of organizations and individuals instituted various public relations-oriented
63
attacks on the American Studies Association because of the Resolution. A large amount of
contributions since the Resolution have been in support of American Studies Associations
Resolution. $49,000 is the total amount of the contributions that have been specifically
designated by donors for American Studies Associations support for the Resolution.) The
Stephens Declaration further states that the American Studies Association retained a media
strategist and a Public Relations consultant for $20,000 (total), and that the only other areas of
expenses that were arguably related to the resolution were in regard to American Studies
Associations 2014 meeting, specifically, $9,900 in conference travel grants, and $7,300 spent
in support of the American Studies Association program, Scholars Under Attack. (Stephens
Decl. 11-13.) Thus, Stephens statement that, it is clear that there has been no financial loss
on American Studies Associations part as a result of the Resolution. If anything, there has been
a net gain of at least $11,770 is unsupported by the documents produced by Defendants.
183. The American Studies Association has incurred substantial legal costs defending
the Resolution that are not reflected in the Stephens Declaration. John Stephens testified in
deposition that he hired lawyers on behalf of the American Studies Association even before the
Resolution passed, because he was concerned about potential legal risk, and was aware that the
Activism Caucus was engaging with Palestine Legal, an anti-Israel advocacy legal group.
(Stephens Dep., 51:13-17.)
184. If Stephens was unsure that the advice the Activism Caucus was receiving from
Palestine Legal was legally sound, he was wise to hire an independent law firm. Among other
things, Palestine Legal misinformed the Activism Caucus that the American Studies Association
could not be successfully sued for the Resolution, on the theory that the First Amendment
protects boycotts. (CM 1116.) As this Court has held in this very case, an act that violates a law
that only incidentally affects speech is not immune from legal challenge. The American Studies
Associations actions in this case are not protected by the First Amendment with respect to
challenges based on corporate, fiduciary or contract law. Indeed, the ultra vires claim presented
in the First Amended Complaint survived the First Amendment challenge.
64
185. Although not reported in the Stephens Declaration, the American Studies
Association has incurred significant legal, insurance, and other costs arising from the Resolution.
Significantly, according to documents produced by Defendants, these expenditures appear to
have been covered by the American Studies Association Trust and Development Fund, the
American Studies Associations American Express card, and delaying payment. An email as
from FY 2016 American Studies Association President Candice Chuh to the American Studies
Association Board of Trustees of the Trust and Development Fund and American Studies
Association Finance Committee, dated May 10, 2017, states:
Extraordinary expenses over the past several years, notably, legal fees
and the new website, have been covered by grants from the Fund (in
the total amount of $294K for FY 2016 and 2017 combined), as well as
by the monies raised through the Stand with the American Studies
Association campaign. . . .
This convergence of extraordinary expenses has, however, meant that

case flow has been restricted with the result that at the end of 2016, the
association was carrying a substantial debt (of about $120K for
payment of Denver annual meeting related expenses, as well as $40K
in unpaid legal expense), which had been covered by charging against
the American Studies Associations American Express Account. . . .
The $40K charge against remains outstanding; it will be serviced
in/near the start of FY 2018. The National Council has approved
increase to both membership and annual meeting registration fees . . .
The Executive Committee approved the purchase of liability coverage

for Directors and Officers at the rate of $12K per year, which will be
folded into our regular operating budget. . . .
The American Studies Association has incurred extraordinary legal

expenses related to suits filed against us [and] a substantial contingency
fund seems warranted. Toward that end, we recommend that two years
of the authorized draw from the Trust and development Fund be put
aside for such purposes
. . . roughly $95K . . .
(JS1940 at 2.) Under the new fee schedule approved by the American Studies Association,
annual membership dues for a tenured professor with an income over $125,000 per year more
65
than doubles, increasing from $120 to $275; dues for a professor who earns between $100,000
per year will increase 67%, from $120 to $200 per year, and dues for an associate professor who
earns $75,000 per year will increase 50%, from $99 to $150 per year. Id.
186. On information and belief and based on the information in immediately
previous paragraphs a substantial portion of the costs of defending the Resolution were not
have not been paid out of the $49,000 described in John Stephens Declaration.
187. Documents produced by Defendants thus far in discovery reveal numerous emails
that refer to hiring an assistant for John Stephens specifically to address the increase in workload
brought about by the backlash to the Resolution. See, e.g., Email from Lisa Duggan to trustees re
American Studies Association Finance Trustees Meeting, Dec. 14, 2013:
Dear American Studies Association Finance Trustees:

The result of the American Studies Association vote on the boycott
resolution will be announced on Monday. If, as we expect, the
resolution is endorsed by the membership, we will need to act quickly
and effectively to assist departments, programs, centers and individuals
throughout the US and abroad that may come under attack. The
National Council in its meeting on Nov. 24 supported the idea of hiring
an assistant director, perhaps part time, to coordinate these efforts from
the office in DC, taking some of the enormous pressure off of John. In
order to release the funds to make this hire, the Finance Trustees must
meet, in person or digitally, and agree to the expenditure from our trust
account.
(CM 900.) Other documents address expenditures for a rapid response media team, e.g., CM
1089 (tell the firm the American Studies Association is in the midst of a difficult situation,
describe the situation a bit, and ask them to pitch us various services they could imagine
providing at a variety of different costs).
188. Many of these emails discuss payment out of the American Studies Association
Trust Fund, including the email from Lisa Duggan detailed in the previous paragraph. At this
time, we have insufficient documents to determine whether funds were withdrawn from the
American Studies Association Trust Fund specifically to cover expenses related to the
66
Resolution. However, the emails produced thus far indicate that Defendants were planning to pay
Resolution-related expenses with money withdrawn from the American Studies Association
Trust Fund well into 2014.
189. For example, Defendant Marez, who was American Studies Association President
in April 2013 and who dedicated much of his efforts to fundraising specifically for Resolution-
related expenses (and to the detriment of the American Studies Association general fund and the
American Studies Association activities and purposes that rely on that fund), sent the following
email regarding accessing the American Studies Association Trust Fund to Stephens and the
trustees of the fund:
Subject: Trust fund allocation for PR?
Hi John, Lisa and I are talking with the PR folks tomorrow and I
wanted to return to the below exchange, which suggests that 40K for
PR, contingent on the firm and plan, have been allocated from the trust
fund. I don't recall discussing that particular allocation but if the money
has been earmarked, what do we need to do, John, to access it?
Our fundraising is going well but at present we do not yet have enough
money in hand to pay for PR . . . and we can't wait any longer to raise
more before we get help.
(LD 6679.) See also email exchange between Chandan Reddy and John Stephens, CR 66,
[Reddy asking,] is the $40,000 and the six month time frame a reference to this years
approved budget? Could next years budget continue to fund a PR firm? [and Stephens
responding] This is correct, Chandan (funded from the trust fund with the approval of the
trustees).
190. According to John Stephens testimony, he eventually required two separate
budgets, presumably due to legal concerns regarding the use of funds from the Trust to pay for
Resolution-related expenses:
A. There was a point where I drew -- where I explained to the elected

officers that they could not use the trust fund of the organization to
support the resolution, and said at that point, The only way I think that
you could do this is if you have contributions or do fundraising.
67
. . . . And that's where that that's the origin of that particular budget.
Q. And which budget was that?
A. Thats the $47- or $48,000 budget for the resolution. I basically

protected the associations budget and the trust fund from any
obligation to the resolution or its defense.
Q. Okay. Can you give me I don't mean to interrupt you but a date
of when you had this correspondence with them?
A. We got this would be some time in the period between December

of '13 and the May business meeting of the executive committee of
2014.
Q. Okay. Was that written correspondence? . . . .
A. Yes. It was an opinion from counsel declaring the trust fund[.]

...
Q. Other than communications with your attorney, is there any record
of your communications with the board or the executive officers with
respect to the trust fund?
A. Only to declare that in accordance with the bylaws, it was to be used

for investment in the association. It was to be spent on infrastructure[.]
(Stephens Dep., 181:4 183:10.)

191. Without documentation that has yet to be produced, it is impossible to establish
when the separate budgets were established, and to what extent support for the Resolution was
in fact financed by the Trust Fund it is clear, however, that the withdrawals from the Trust
Fund in 2016 and 2017 did cover Resolution-related expenses to some extent. (See 162-171,
supra.)
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COUNT ONE
Breach of Fiduciary Duties Against the Individual Defendants by All Plaintiffs
(Material Misrepresentations and Omissions in Connection with Elections to Office and

Seeking Member Approval of Boycott Resolution and Amendment of the Bylaws)
192. Plaintiffs repeat and reallege each of the allegations set forth above as if fully set
forth herein.
193. As members of the National Council and the Nominating Committee of the
American Studies Association, the Individual Defendants owe all the duties of a fiduciary to the
American Studies Association and all of its members.

194. However, as explained above, the Individual Defendants have breached their
fiduciary duties of loyalty, care, candor and good faith by making or causing to be made material
misrepresentations and omissions to members, when seeking election to the National Council
and approval of the Boycott Resolution, including misrepresentation and omission of material
facts regarding (1) their personal political agenda and plan to suborn the Association to advance
the purposes of the USACBI by causing the American Studies Association to adopt and
implement the Boycott Resolution, and (2 the expected costs of the Boycott Resolution,
including, inter alia, reputational and financial costs and the loss of good will. As a result of
breaching their fiduciary duties, the Individual Defendants have harmed the American Studies
Association and its members and are liable to the American Studies Association for the damages
incurred. Because their conduct was not in good faith, it is not exculpated by 29406.31 of the
D.C. Nonprofit Corporation Act. Plaintiffs are entitled to recover damages from the Individual
Defendants that the American Studies Association incurred as a result of this breach of fiduciary
duty.
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COUNT TWO
Breach of Fiduciary Duties Against the Individual Defendants by All Plaintiffs

(Duty of Loyalty and Good Faith, Misappropriation and Misuse of Assets of American
Studies Association)
195. Plaintiffs repeat and reallege each of the allegations set forth above as if fully set
forth herein.
196. As members of the National Council of the American Studies Association, the
Individual Defendants owe the American Studies Association and all of its members the highest
duties of care, loyalty, good faith, and candor. Among other things, these duties include the
obligation not to engage in conduct that directly or indirectly is in their own self-interest, and to
instead faithfully represent the mission of the American Studies Association and its members,
and to abide by the dictates of its organizational documents and the D.C. Nonprofit Corporation
Act. The Individual Defendants also have a fiduciary duty to treat all members equally and to
avoid conferring benefits or advantages on themselves that are not enjoyed by all other members.
See Willens v 2720 Wisconsin Ave Co-op Assn Inc., 844 A.2d 1126,1136 (D.C. 2004) (board
members owe a fiduciary duty to act solely in the interest of all shareholders. . . . the unequal
treatment of shareholders may violate the fiduciary duty of loyaltyespecially if the directors
responsible for such treatment are personally interested in the transaction in question, quoting
Ackerman v 305 East 40th Owners Corp. 592 N.Y.S. 365, 367 (App. Div. 1993).)
197. However, as explained above, the Individual Defendants have breached their
fiduciary duties and wasted Association assets by (1) misappropriating, misusing and diverting
the funds, membership list, reputation, good will, institutional structure, processes and other
assets of the American Studies Association and its members to further their personal political
interests over the interests and mission of the American Studies Association and its members, (2)
conferring an unequal and unfair advantage to supporters of the Boycott Resolution over
opponents by manipulating the nomination and voting process, miscounting votes, causing the
violation of American Studies Association Constitution and bylaws, withholding voting rights
70
from certain members and denying opponents access to the American Studies Associations
online and other resources to communicate to fellow American Studies Association members
their opposition to the resolution and (3) subverting the interests and resources of the American
Studies Association and its members to advance the political goals of an outside party, namely
the USACBI. As a result of breaching their fiduciary duties, the Individual Defendants have
harmed the American Studies Association and its members and are liable to the American
Studies Association for the damages incurred. Because their conduct was not in good faith, it is
not exculpated by 29406.31 of the D.C. Nonprofit Corporation Act. Plaintiffs are entitled to
recover damages from the Individual Defendants that the American Studies Association incurred
as a result of these breach of fiduciary duties.
COUNT THREE
Ultra Vires and Breach of Contract Action Against All Defendants by All Plaintiffs
(Failure to Nominate Officers and National Council Reflecting Diversity of Membership)
198. Plaintiffs repeat and reallege the allegations set forth above as if fully set forth
herein.
199. Pursuant to the American Studies Association Constitution, The Nominating
Committee shall nominate candidates for the office of [President Elect], member of the Council,
and members of the Nominating Committee. It shall present two nominees for each elected
position. Nominees shall be representative of the diversity of the associations membership.
(American Studies Association Const., art. VI, 2.)
200. The American Studies Association Constitution further provides that it shall be
[the Presidents] duty formulate policies . . . and to fulfill the chartered obligations and purposes
of the Association (Art. IV, 2). The National Council provides oversight, including the
discussion of policies and of instructions that should be given to the elected or appointed
71
officers, and shall conduct the business, set fiscal policy, and oversee the general interests of the
association. (Art. V, 2.)
201. Defendants were in violation of the American Studies Association Constitution,
because the candidates for American Studies Association President, the Executive Committee,
and the National Council were not representative of the diversity of the associations
membership. This violation of the American Studies Association Constitution continued for
years.
202. The American Studies Association Presidents, including Defendants Marez and
Duggan, did nothing to ensure that the slate of candidates was representative of the diversity of
the associations membership, in violation of their duty . . . to fulfill the chartered obligations
of the American Studies Association, and . the National Council, including all of the Individual
Defendants with the exception of Puar, also failed to properly oversee the officers and the
nominating committee, and to oversee the general interests of the association.
203. Defendants failure to abide by the American Studies Association Constitution,
Article VI 2, Article V, 2, and Article VI, 2, constitutes ultra vires conduct that has harmed
Plaintiffs, other members of the American Studies Association, and the American Studies
Association itself. First, Defendants conduct deprives the individual members of leadership that
appropriately reflected the actual interests of the membership. The great majority of members of
the American Studies Association did not join to advocate for USACBI, but instead to be part of
an academic association that would focus on the interests of American Studies scholars. The
American Studies Association Leadership, however placed the interests of USACBI and the
PACBI platform ahead of the interests of American Studies scholars, spending almost all of the
time they dedicated to their American Studies Association positions promoting and supporting
the Resolution and related issues.
204. These ultra vires acts also damaged the American Studies Association as an
institution. The Resolution was extremely divisive, and the many of the most respected scholars
in American Studies, with years of knowledge and experience to share, simply abandoned the
72
group, as a result of which the American Studies Association became an organization that was no
longer dedicated, primarily, to studies. These and other acts of the Defendants in the context of
the Resolution, destroyed the faith and trust of the members in the American Studies Association
Leadership and the procedures the Leadership adopted, causing permanent division, all to the
detriment of those members and the American Studies Association itself.
205. Finally, these ultra vires acts allowed the Defendants to force the Resolution on
the American Studies Association, against the best interests of the entity itself. The American
Studies Association has suffered financial detriment, from decreased revenues resulting from
both a decline in membership fees and fewer and/or smaller contributions, and from an increase
in expenses directly related to the Resolution. It has also suffered reputational damage, including
public criticism of the American Studies Association, which the American Studies Association
has attempted to fend off at the expense of tens of thousands of dollars spent on public relations
and media consultants. This ultra vires conduct has also resulted in the improper expenditure of
American Studies Association funds related to membership dealings, public relations, legal
matters, and other items including employee time and effort.
206. As a proximate result of Defendants abuses of power and disregard for American
Studies Associations foundational documents, Plaintiffs have suffered significant economic and
reputational damage. Defendants actions have caused and continue to cause irreparable injury to
American Studies Associations reputation.

207. Section 29403.04 of the D.C. Nonprofit Corporation Act authorizes a member to
challenge an ultra vires act in a legal proceeding, and it authorizes the award of injunctive relief
and damages by a court. Plaintiffs are entitled to recover damages from the Individual
Defendants incurred by the American Studies Association, and to declaratory and to injunctive
relief.
73
COUNT FOUR
Ultra Vires Action and Breach of Contract Against All Defendants by All Plaintiffs
(Freezing Membership Rolls to Prohibit Voting)
208. Plaintiffs repeat and reallege the allegations set forth above as though fully set
forth herein.
209. A member of an organization may directly sue that organization to enjoin actions
that the organization did not have power to execute. See D.C. Code 29-403.04(b)(1); see also
Daley v. Alpha Kappa Alpha Sorority, Inc., 26 A.3d 723, 729 (D.C. 2011). Actions taken by the
organization that are expressly prohibited by statute or by-law or outside the powers conferred
upon it by its articles of incorporation are ultra vires. Compton v. Alpha Kappa Alpha Sorority,
Inc., 64 F. Supp. 3d 1, 18 (D.D.C. 2014), affd, 639 F. Appx 3 (D.C. Cir. 2016); see also Daley,
26 A.3d at 730 (emphasis omitted) (quoting Columbia Hosp. for Women Found., Inc. v. Bank of
Tokyo-Mitsubishi Ltd., 15 F. Supp. 2d 1, 7 (D.D.C. 1997), affd, 159 F.3d 636 (D.C. Cir. 1998)).
In certain circumstances, a long-standing pattern or practice of corporate behavior may give rise
to a by-law. Family Fedn for World Peace [v. Hyun Jin Moon, 129 A.3d 234, 251 (D.C.
2015)]. Memorandum Opinion (Mar. 31, 2017) at 30 (Dkt. 28).
210. Defendants decision to freeze the American Studies Association membership
rolls as of November 25, 2013, such that members (including Plaintiff Barton) who paid their
dues after November 25 were unable to vote on the Resolution, is expressly prohibited by the
American Studies Association Constitution, Art. 2, sec. 2, and constitutes an ultra vires act.
Defendants decision to freeze the American Studies Association membership rolls also violates
the American Studies Associations long-standing practice of allowing members whose dues
were in arrears to vote immediately upon paying their dues even if they paid their dues as late
as the last day of an election.
211. Defendants ultra vires acts were harmful to the Plaintiffs and other members of
the American Studies Association. First, they stripped certain members of their right to vote, an
74
integral benefit of membership in the organization. Moreover, they stripped these members of
their rights solely on the basis of their beliefs, and the likelihood that those beliefs would stand in
the way of Defendants Resolution.
212. Defendants ultra vires conduct also damaged the American Studies Association
as an institution. The Resolution itself and Defendants ultra vires interference with members
voting rights has been extremely divisive. These and other acts of the Defendants have destroyed
the faith and trust of the members in the American Studies Association Leadership and
procedures adopted by the Leadership, causing permanent division and mass resignations by
long-term, active members, to the detriment of those members and the American Studies
Association itself.
213. Finally, ultra vires acts allowed the Defendants to force the Resolution on the
American Studies Association, against the best interests of the entity itself. The American
has attempted to fend off at the expense of tens of thousands of dollars on public relations and
media consultants. This ultra vires conduct has also resulted in the improper expenditure of
75
relief, including withdrawal of the Resolution.
COUNT FIVE
Ultra Vires Action and Breach of Contract Against All Defendants by All Plaintiffs
(Substantial Part of Activities Attempting to Influence Legislation)
herein.
217. The American Studies Associations bylaws specifically mandate that [n]o
substantial part of the activities of the corporation shall be the carrying on of propaganda, or
otherwise attempting, to influence legislation[.] Statement of Election, 3, 4.
218. As discussed above, efforts to influence Israeli legislation constitute a substantial
part of the American Studies Associations activities, as do efforts to influence U.S. legislation at
both the state and federal level. Indeed, efforts to influence legislation appear to constitute nearly
all of the American Studies Associations activities, at least with respect to Defendant Marez's
term as American Studies Association President (FY 2012) and Defendant Duggans term as
American Studies Association President (FY 2013).
219. Consequently, American Studies Association was in violation of the Statement of
Election from approximately July 2013 until at least June of 2015.
220. The Defendants failure to abide by the Statement of Election constitutes an ultra
vires act that was harmful to Plaintiffs, other members of the American Studies Association, and
the American Studies Association itself.
221. First, the individual members did not receive the value they expected from
membership in the American Studies Association. The great majority of members of the
American Studies Association did not join to advocate for USACBI or to influence legislation,
but instead to be part of an academic association that would focus on the interests of American
76
Studies scholars. The Defendants, however, as a consequence of the American Studies

Association Leaderships ultra vires acts, placed the interests of USACBI and the PACBI
platform ahead of the interests of American Studies scholars.
222. These ultra vires acts also damaged the American Studies Association as an
institution. The effort to change Israeli law by adopting the Boycott Resolution was extremely
divisive, and the subsequent backlash, including the bills introduced in U.S. state and federal
legislatures and the Defendants all-consuming efforts to defeat those bills only intensified the
divide, until many of the most respected scholars in American Studies, with years of knowledge
and experience to share, simply abandoned the group, and the American Studies Association
became an organization that was no longer dedicated, primarily, to studies. These and other acts
of the Defendants in the context of the Resolution, destroyed the faith and trust of the members
in the American Studies Association Leadership and the procedures the Leadership adopted,
causing permanent division, all to the detriment of those members and the American Studies
Association itself.
223. Finally, these ultra vires acts allowed Defendants to force the Resolution on the
American Studies Association, against the best interests of the entity itself. The American
has attempted to fend off at the expense of tens of thousands of dollars on public relations and
media consultants. This ultra vires conduct has also resulted in the improper expenditure of
77
relief.
COUNT SIX
(IN THE ALTERNATIVE)
Breach of Contract Against Defendant American Studies Association by All Plaintiffs

(Voting Process Contrary to Bylaws)
herein. Plaintiffs plead this Count Six in the alternative to Count Seven.
227. It is well established that the formal bylaws of an organization are to be
construed as a contractual agreement between the organization and its members since the
continuing relationship between the organization and its members manifests an implicit
agreement by all parties concerned to abide by the bylaws. Meshel v. Ohev Sholom Talmud
Torah, 869 A.2d 343, 361 (D.C. 2005).
228. Boycotting Israel was an issue which, in the opinion of the Executive Committee
or Council, seem[ed] to require public action, speech or demonstration by the association at a
particular annual meeting per Article XI, 3 of the American Studies Association By-Laws.
Accordingly, the Boycott Resolution could pass only if it were approved by two-thirds of the
members voting on the first full day of the Annual Meeting.
229. The Boycott Resolution was not lawfully passed because: (a) the ultimate vote
tally, and the only tally publicly available, is not limited to votes cast at the Annual Meeting, but
78
includes votes by hundreds of other members who were not present at the Annual Meeting; (b) a
two-thirds majority of the 1,252 members who allegedly voted on the resolution would have
been 834 or 835, while the alleged number of those supporting the Boycott Resolution falls
short; (c) the vote was not held on the first full day of the annual meeting that occurred that year,
November 20, 2013.
230. The breach of the American Studies Associations contractual obligations to
Plaintiffs harmed Plaintiffs, resulting in the damages set forth in Count Two of the complaint. As
a consequence of Defendants breach, Plaintiffs are also entitled to declaratory relief invalidating
and vacating the Boycott Resolution and injunctive relief to prohibit its implementation.
COUNT SEVEN
(IN THE ALTERNATIVE)
Breach of D.C. Nonprofit Corporation Act

Against Defendant American Studies Association by All Plaintiffs
herein. Plaintiffs plead this Count Seven in the alternative to Count Six.
232. Section 29-405.24 of the D.C. Nonprofit Corporation Act sets forth the
requirements for a quorum for a vote of the members of groups like the American Studies
Association. It states that:
Members entitled to vote as a separate voting group may take action on

a matter at a meeting only if a quorum of those members exists with
respect to that matter. Except as otherwise provided in the articles of
incorporation or bylaws, a majority of the votes entitled to be cast on
the matter by the voting group constitutes a quorum of that voting
group for action on that matter.
233. Accordingly, in the event that art. XI, 3 of the American Studies Association
By-Laws did not govern the Boycott Resolution, a quorum on the measure would have been a
majority of the votes entitled to be cast on the matter by the voting group.
79
234. Upon information and belief, a majority of the votes entitled to be cast on the
matter of the Boycott Resolution would have had to exceed 1,8000 membersa majority of the
American Studies Associations voting membership. The Boycott Resolution was thus adopted
in breach of 29-405.24 of the D.C. Nonprofit Corporation Act and is null and void.
235. The wrongful adoption of the Boycott Resolution in breach of the D.C. Nonprofit
Corporation Act was harmful to the Plaintiffs, resulting in the damages set forth in Count One of
the complaint. Plaintiffs are also entitled to declaratory and injunctive relief against the
implementation of the Boycott Resolution purportedly adopted without a lawful quorum.
COUNT EIGHT
Breach of Contract Against Defendant American Studies Association by Plaintiff Barton

(Denial of Right to Vote)
236. Plaintiff Barton repeats and realleges the allegations set forth above as if fully set
forth therein.
237. By offering membership on the terms set forth in its website, American Studies
Association makes an offer capable of being accepted and forms a contract entitling those
persons who accept that offer to the benefits of membership.
238. It is well established that the formal bylaws of an organization are to be
construed as a contractual agreement between the organization and its members since the
continuing relationship between the organization and its members manifests an implicit
agreement by all parties concerned to abide by the bylaws. Meshel v. Ohev Sholom Talmud
Torah, 869 A.2d 343, 361 (D.C. 2005).
239. One of the contractual benefits of membership is the right to vote on matters put
before the American Studies Associations members for approval. American Studies Association
Const. art. II, 3 (Only individual members in good standing shall have the right to vote or hold
80
office in the association). Plaintiff Barton accepted the American Studies Associations offer for
membership in 2013, during the vote on the Israeli boycott.
240. Such discrimination against Barton regarding his right to vote, on the basis of the
way he chose to vote, is a violation of Bartons contractual rights to membership privileges as
those rights are created by the American Studies Association and its regulations.
COUNT NINE
Corporate Waste Against All Defendants by All Plaintiffs
herein.
242. The doctrine of waste defines waste as the exchange of corporate assets for
consideration so disproportionately small as to lie beyond the range at which any reasonable
person might be willing to trade. See 3A Fletcher Cyc. Corp. 1102 at 15051 (2010). The
essence of a waste claim is the diversion of corporate assets for improper or unnecessary
purposes. Daley v. Kappa Alpha Sorority, Inc., 26 A.3d 723, 730 (D.C. 2010).
243. The Individual Defendants decision to use American Studies Association
resources to advocate, conduct a vote on, declare enacted, and then support the Boycott
Resolution was so egregious or irrational that it could not have been based on a valid assessment
of the corporations best interests. This decision went far so beyond the bounds of reasonable
business judgment that the only possible determinant of these actions by the Individual
Defendant is their bad faith and conflict of interest, which consists of their conscious decision to
appropriate American Studies Association resources for purposes outside of those established by
its organic documents and to advance their own personal political goals.
244. These actions resulted in the damages alleged herein and outlined in prior Counts
and previous paragraphs. Plaintiffs are entitled to recover damages from the Individual
Defendants on behalf of the American Studies Association.
81
PRAYER FOR RELIEF

WHEREFORE, the Plaintiffs pray that this Court enter judgment against the Defendants
and in favor of the Plaintiffs, and award:
1) A declaration that the vote of the American Studies Association membership with
respect to the Israel boycott was ultra vires, in breach of Defendants contractual obligations or
of the D.C. Nonprofit Corporation Act, and wasteful;
2) A declaration that the Individual Defendants breached fiduciary duties owed to
the American Studies Association and its members;
3) A permanent injunction enjoining and restraining the American Studies
Association and each of the Individual Defendants who remains in a position of American
Studies Association leadership from taking any action that does not strictly follow the statement
of purpose as set forth in the American Studies Associations Constitution;
Association from taking any action to enforce the Israel Boycott purportedly adopted by the
American Studies Associations National Council and the American Studies Association;
Association from making any payments or expenditures in violation of the Defendant American
Studies Associations Constitution, including in support of the Israel boycott;
6) Actual damages on behalf of the American Studies Association from the
Individual Defendants, jointly and severally, in an amount to be determined at trial but in excess
of $75,000, representing the amounts of all money expended, and the value of all American
Studies Association assets appropriated, in the service of getting the Boycott Resolution enacted;
defending it and/or the American Studies Association after such enactment; or enforcing the
Boycott Resolution after it was enacted;
7) The costs and disbursements of this action, including attorneys and experts fees;
and
8) Such other and further relief as is just and equitable.
82
Dated: ______, 2017 Signed:

Jennifer Gross
Jerome M. Marcus (admitted pro hac vice) Jennifer Gross, DC Bar No. 1003811
Jonathan Auerbach (admitted pro hac vice) Aviva Vogelstein (admission to DDC
MARCUS & AUERBACH LLC pending, DC Bar No. 1024231)
1121 N. Bethlehem Pike, Suite 60-242 THE LOUIS D. BRANDEIS CENTER
Spring House, PA 19477 FOR HUMAN RIGHTS UNDER LAW
(215) 885-2250 1717 Pennsylvania Avenue NW, Suite 1025
jmarcus@marcusauerbach.com Washington, DC 20006-4623
auerbach@marcusauerbach.com (202) 559-9296
jenniegross@brandeiscenter.com
Lead Counsel for Plaintiffs avogelst@brandeiscenter.com
L. Rachel Lerman (admitted pro hac vice) Joel Friedlander (pro hac vice pending)
BARNES & THORNBURG LLP FRIEDLANDER & GORRIS, P.A.
2029 Century Park East, Suite 300 1201 N. Market Street, Suite 2200
Los Angeles, CA 90067-2904 Wilmington, DE 19801
(310) 284-3871 (302) 573-3502
rlerman@btlaw.com jfriedlander@friedlandergorris.com
Scott Godes, DC Bar No. 463674 Eric D. Roiter (pro hac vice pending)
Devin Stone, DC Bar No. 1022055 Lecturer in Law
BARNES & THORNBURG LLP BOSTON UNIVERSITY SCHOOL OF
1717 Pennsylvania Avenue NW, Suite 500 LAW
Washington, DC 20006-4623 765 Commonwealth Avenue
(202) 408-6928 Boston, MA 02215
sgodes@btlaw.com (617) 734-8266
dstone@btlaw.com eroiter@bu.edu
Counsel for Plaintiffs
83


ROCKLAND, CHARLES D. KUPFER,
and MICHAEL L. BARTON,
Plaintiffs,
v. Case No. 16-cv-00740-RC
LISA DUGGAN, CURTIS MAREZ,

AVERY GORDON, NEFERTI TADIAR,
SUNAINA MAIRA, CHANDAN REDDY,
and THE AMERICAN STUDIES
ASSOCIATION,
Defendants.
[PROPOSED] ORDER
This matter having been fully briefed, and the Court being fully apprised of the
facts and law,
IT IS HEREBY ORDERED under Rule 15(a)(2) of the Federal Rules of Civil

Procedure that Plaintiffs Motion for Leave to File a Second Amended Complaint is
GRANTED.
SO ORDERED, this ___ day of __________ 2017
_____________________________
The Honorable Judge Rudolph Contreras

United States District Court Judge
CERTIFICATE OF SERVICE
I certify that on November 9, 2017, I caused to be filed Plaintiffs Motion to For Leave to
File a Second Amended Complaint, with attachments (1) Plaintiffs [Proposed] Second Amended
Complaint and (2) [Proposed] Order, with the Clerk of Court using the CM/ECF system, which
will send notice of the filing to all parties registered to receive such notices.
Dated: November 9, 2017 Signed: /s/Jennifer Gross

Jennifer Gross

Bronner V American Studies Assoc - Motion To File Second Amended Complaint

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Case 1:16-cv-00740-RC Document 59 Filed 11/09/17 Page 1 of 10

IN THE UNITED STATES DISTRICT COURT

SIMON BRONNER, MICHAEL

LISA DUGGAN, CURTIS MAREZ, AVERY

PLAINTIFFS MOTION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT

Michael Rockland, Charles D. Kupfer, and Michael L. Barton (collectively, Plaintiffs)

misrepresentation and omissions in connection with elections, improper manipulation of the

adoption of an academic boycott of Israel.

Supported by substantial factual detail, in large part uncovered in documents produced by

Breach of the fiduciary duties through material misrepresentations and omissions

National Council with USACBI members, and intentionally withholding

information material to ASA members voting in ASA elections;

Breach of fiduciary duties through disloyal violations of organic provisions

depletion of the Association Trust and Development Fund (Trust Fund);

National Council shall be representative of the diversity of the membership

discussed in Defendants own documents, including emails from and referring to

ASA immediately before announcing that the membership would vote on a

proposed resolution to boycott Israeli academic institutions (the Boycott

Resolution or the Resolution), with the specific intent to prevent members

the immediate reactivation of membership upon payments of dues (2013 ASA

Const., art. 2, 2), a scheme explicitly discussed in Defendants own documents;

ASAs activities attempting to influence legislation, in violation of the ASAs

Statement of Election to Accept of the ASA, 3, 4.2

breach of the D.C. Nonprofit Corporations Act, and corporate waste.

Plaintiffs served Defendants with Requests for Production of Documents (Plaintiffs

failed to respond at all.

small fraction of ASAs responsive documents: only 54 documents produced, about 7% of

Defendant ASAs responsive documents, based on the amount produced as of today.

of August 31, Defendants had produced a cumulative total of 201 documents.

certain Defendants productions were woefully inadequate. We previously briefed these

48.) Moreover, an uncertain number of documents specifically requested in Plaintiffs RFPs

other academic organizations where similar Boycott Resolutions were at issue.

and to produce documents pertaining to the bylaws, for example.

documents vigorously, in order finalize the Plaintiffs claims as quickly as possible.

Litigation, 217 F.R.D. 30, 32 (D.D.C. 2003).

It is common ground that Rule 15 embodies a generally favorable policy towards

A. The Court Should Grant Leave to Allow Plaintiffs to File a Second

all of the evidence.

facts, develop arguments, and respond to motions.

B. The Court Should Grant Leave to Allow Plaintiffs to File a Second

should be joined as defendants.

Defendants Opposition on or before November 13, 2017.

Motion for Leave to File the Second Amended Complaint.

Dated: November 9, 2017 Signed: /s/Jennifer Gross

Counsel for Plaintiffs

IN THE UNITED STATES DISTRICT COURT

SIMON BRONNER, MICHAEL

LISA DUGGAN, CURTIS MAREZ, AVERY JURY TRIAL DEMANDED

PLAINTIFFS [PROPOSED] SECOND AMENDED COMPLAINT

JURISDICTION AND VENUE ..................................................................................................... 6

STATEMENT OF FACTS ............................................................................................................. 9

A. The American Studies Association ..................................................................................... 9

B. USACBI and PACBIs Academic Boycott of Israel ........................................................ 12

C. USACBI Targets the American Studies Association........................................................ 15

II. DEFENDANTS INFILTRATE AND EXPLOIT THE AMERICAN STUDIES

B. Defendants Exploit American Studies Association Resources to Advance the USACBI

2. The 2013 Annual Meeting, Roundtable, and Open Meeting ................................. 31

C. Silencing Dissent and Withholding Information Pertinent to the Vote

3. Defendants form a subcommittee of USACBI Leaders and firmly pro-resolution

1. Efforts to Influence Israeli Legislation Constitute a Substantial Part of American

2. Efforts to Influence United States Legislation Constitute a Substantial Part of

1. Decrease in revenue ...................................................................................................... 61

COUNT EIGHT Breach Of Contract Against Defendant American Studies Association By